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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

Current Report

Pursuant to Section 13 or 15(D) 
of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): March 21, 2022

 

 

 

Civitas Resources, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35371   61-1630631
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

410 17th Street, Suite 1400
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (720) 440-6100

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading 
Symbol
(s)
  Name of each exchange 
on which registered
Common Stock, par value $0.01 per share   CIVI   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨      

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Explanatory Note

 

On April 1, 2021, Civitas Resources, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Prior Report”) with the U.S. Securities and Exchange Commission (the “SEC”) announcing the consummation of its previously announced acquisition of HighPoint Resources Corporation, a Delaware corporation (“HighPoint”), pursuant to the terms of HighPoint’s prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for the District of Delaware on March 18, 2021, pursuant to a confirmation order, and went effective on April 1, 2021 (the “HighPoint Merger”). The Prior Report was amended on June 15, 2021 to incorporate by reference and include, respectively, certain unaudited historical financial information and pro forma financial information relating to the HighPoint Merger.

 

On November 3, 2021, the Company filed a Current Report on Form 8-K with the SEC announcing the consummation of (i) its previously announced “merger of equals” with Extraction Oil & Gas, Inc., a Delaware corporation (“Extraction”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 9, 2021, by and among the Company, Raptor Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Raptor Eagle Merger Sub”), and Extraction, whereby Raptor Eagle Merger Sub merged with and into Extraction (the “Extraction Merger”), with Extraction continuing its existence as the surviving corporation as a wholly owned subsidiary of the Company following the Extraction Merger, and (ii) its previously announced acquisition of CPPIB Crestone Peak Resources America Inc., a Delaware corporation (“Crestone Peak”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 6, 2021, by and among the Company, Crestone Peak, Raptor Condor Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), Raptor Condor Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), Crestone Peak Resources LP, Crestone Peak Resources Management LP, and solely for purposes of specific articles, Extraction, whereby Merger Sub 1 merged with and into Crestone Peak (the “Merger Sub 1 Merger”), with Crestone Peak continuing its existence as the surviving corporation as a wholly owned subsidiary of the Company following the Merger Sub 1 Merger (the “Crestone Surviving Corporation”), and subsequently, the Crestone Surviving Corporation merged with and into Merger Sub 2 (the “Merger Sub 2 Merger” and together with the Merger Sub 1 Merger, the “Crestone Peak Merger” and, together with the HighPoint Merger and Extraction Merger, the “Acquisitions”), with Merger Sub 2 continuing its existence as the surviving entity as a wholly owned subsidiary of the Company following the Merger Sub 2 Merger. The Extraction Merger and Crestone Peak Merger were consummated on November 1, 2021.

 

This Current Report on Form 8-K is being filed to provide certain additional pro forma financial information relating to the Acquisitions and certain historical financial information of Extraction and Crestone Peak.

 

Item 8.01. Other Events.

 

The unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2021 is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The unaudited condensed consolidated balance sheets of Extraction as of September 30, 2021 (successor) and December 31, 2020 (predecessor), and unaudited consolidated statements of operations, of cash flows, and of changes in stockholders' equity (Deficit) and noncontrolling interest of Extraction for the periods from January 1, 2021 through January 20, 2021 (predecessor), from January 21, 2021 through September 30, 2021 (successor) and from July 1, 2021 through September 30, 2021 (successor), and the notes related thereto, is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The unaudited condensed consolidated interim balance sheets of CPPIB Crestone Peak Resources America Inc. as of September 30, 2021 and December 31, 2020, the unaudited condensed consolidated interim statements of operations of CPPIB Crestone Peak Resources America Inc. for the nine months ended September 30, 2021 and 2020, the unaudited condensed consolidated interim statements of changes in equity (deficiency) and temporary equity of CPPIB Crestone Peak Resources America Inc. for the nine months ended September 30, 2020, the unaudited condensed consolidated interim statements of cash flows of CPPIB Crestone Peak Resources America Inc. for the nine months ended September 30, 2021 and 2020, and the notes related thereto, is filed herewith as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity (deficit) and noncontrolling Interest of Extraction for the years ended December 31, 2020 and 2019 and the notes related thereto, is filed herewith as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference. 

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
99.1   Civitas Resources, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2021.
99.2   Extraction Oil & Gas, Inc. Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021 (successor) and December 31, 2020 (predecessor), and Unaudited Consolidated Statements of Operations, of Cash flows, and of Changes in Stockholders' Equity (Deficit) and Noncontrolling Interest for the periods from January 1, 2021 through January 20, 2021 (predecessor), from January 21, 2021 through September 30, 2021 (successor) and from July 1, 2021 through September 30, 2021 (successor).
99.3   CPPIB Crestone Peak Resources America Inc. Unaudited Condensed Consolidated Interim Balance Sheets as of September 30, 2021 and December 31, 2020, Unaudited Condensed Consolidated Interim Statements of Operations for the nine months ended September 30, 2021 and 2020, Unaudited Condensed Consolidated Interim Statements of Changes in Equity (Deficiency) and Temporary Equity for the nine months ended September 30, 2020, Unaudited Condensed Consolidated Interim Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, and the related notes.
99.4   Extraction Oil & Gas, Inc. Audited Consolidated Statements of Operations, of Cash Flows, and of Changes in Stockholders' Equity (Deficit) and Noncontrolling Interest for the years ended December 31, 2020 and 2019, and related notes.
23.1   Consent of PricewaterhouseCoopers LLP relating to Extraction Oil & Gas, Inc.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 21, 2022 CIVITAS RESOURCES, INC.
   
   
  By: /s/ Cyrus D. Marter IV
    Cyrus D. Marter IV
    General Counsel and Secretary

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-217545, 333-229431, 333-257295, 333-260881) of Civitas Resources, Inc. (formerly known as Bonanza Creek Energy, Inc.) of our report dated March 18, 2021 relating to the financial statements of Extraction Oil & Gas, Inc., which appears in this Current Report on Form 8-K.

 

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
March 21, 2022

 

 

 

 

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENT

 

The unaudited pro forma condensed combined financial information and related footnotes (the “Pro Forma Financial Statement”) have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, which is herein referred to as Article 11. The Pro Forma Financial Statement of Civitas Resources, Inc. and its subsidiaries (“Civitas”) presents the combination of the financial information and the pro forma effects with respect to the following transactions (as used herein, collectively, the “Transactions”), further details of which are included within the footnotes to the Pro Forma Financial Statements:

 

  the completion of Civitas’ acquisition of HighPoint Resources Corporation, a Delaware corporation (“HighPoint”), pursuant to the terms of HighPoint’s prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code (the “Prepackaged Plan”), which was confirmed by the United States Bankruptcy Court for the District of Delaware on March 18, 2021, pursuant to a confirmation order, and went effective on April 1, 2021 (the “HighPoint Effective Date”) (the transactions, including the reorganization transactions discussed further in Note 5 to the Pro Forma Financial Statement, the “HighPoint Merger”);

 

  the completion on November 1, 2021 (the “Extraction Effective Date”) of the merger of equals pursuant to the agreement and plan of merger entered into on May 9, 2021 (the “Extraction Merger Agreement”) between Civitas, Raptor Eagle Merger Sub, Inc. (“Merger Sub”), and Extraction Oil & Gas, Inc., a Delaware corporation (“Extraction”), whereby Raptor Merger Sub merged with and into Extraction, with Extraction continuing its existence as the surviving corporation as a wholly owned subsidiary of Civitas following the merger (the “Extraction Merger,” discussed further in Note 6 to the Pro Forma Financial Statement); and

 

  the completion on November 1, 2021 (the “Crestone Peak Effective Date”) of Civitas’ acquisition of CPPIB Crestone Peak Resources America Inc., a Delaware corporation (“Crestone Peak”) pursuant to the agreement and plan of merger entered into on June 6, 2021 (the “Crestone Peak Merger Agreement”) between Civitas, Crestone Peak, Raptor Condor Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), Raptor Condor Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), Crestone Peak Resources LP (“CPR”), Crestone Peak Resources Management LP (“CPR Management”), and solely for purposes of specific articles, Extraction, whereby Merger Sub 1 merged with and into Crestone Peak, with Crestone Peak continuing its existence as the surviving corporation (the “Merger Sub 1 Merger”), and the subsequent merger of Crestone Peak with and into Merger Sub 2 (the “Merger Sub 2 Merger” and together with the Merger Sub 1 Merger, the “Crestone Peak Merger,” discussed further in Note 7 to the Pro Forma Financial Statement), with Merger Sub 2 continuing as the surviving entity as a wholly owned subsidiary of Civitas.

 

The Pro Forma Financial Statement has been prepared from the respective historical consolidated financial statements of Civitas for the year ended December 31, 2021, HighPoint for the period from January 1, 2021, through March 31, 2021 (during which time it was a debtor-in-possession), Extraction for the period from January 1, 2021, to October 31, 2021, and Crestone Peak for the period from January 1, 2021, to October 31, 2021, adjusted to give effect to the Transactions. The unaudited pro forma condensed combined balance sheet and supplemental pro forma disclosures about oil and gas producing activities as of December 31, 2021, are not presented, as the Transactions had been completed as of that date. Accordingly, the Transactions are reflected in the Civitas balance sheet and the supplemental disclosures about oil and gas producing activities as of December 31, 2021, as reflected in the Civitas Annual Report on Form 10-K for the year ended December 31, 2021.

 

The unaudited pro forma condensed combined statement of operations (the “Pro Forma Statement of Operations”) for the year ended December 31, 2021, gives effect to the Transactions as if they had been consummated on January 1, 2021. The Pro Forma Statement of Operations contains certain reclassification adjustments to conform the historical HighPoint, Extraction, and Crestone Peak financial statement presentation to Civitas’ financial statement presentation.

 

 1 

 

 

The Pro Forma Financial Statement is presented to reflect the Transactions and does not represent what Civitas’ results of operations would have been had the Transactions occurred on the date noted above, nor do they project the results of operations of the combined company following the effective dates. The Pro Forma Financial Statement is intended to provide information about the continuing impact of the Transactions as if they had been consummated earlier. The transaction accounting adjustments are based on information and certain estimates and assumptions that management believes are reasonable based on currently available information. In the opinion of management, all adjustments necessary to present fairly the Pro Forma Financial Statement have been made.

 

The Pro Forma Financial Statement does not include the realization of any cost savings from operating efficiencies, synergies or future restructuring activities which might result from the Transactions and also does not include management’s estimates of certain cost savings to be realized as a result of the Transactions. Further, there may be additional charges related to other integration activities resulting from the Transactions, the timing, nature and amount of which management cannot currently identify, and thus, such charges are not reflected in the Pro Forma Financial Statement.

 

As of the date of this Current Report on Form 8-K, while the fair value estimates for the merger consideration in the Extraction Merger and the Crestone Peak Merger are final, such allocation to the assets acquired and liabilities assumed is preliminary. Civitas is continuing to assess the fair values of certain of the Extraction and Crestone Peak assets acquired and liabilities assumed. In particular, assets and liabilities subject to potential adjustment, in amounts that could be material to the Pro Forma Financial Statement, include, but are not limited to, proved properties, unproved properties, and accounts payable and accrued expenses related to Civitas’ continued assessment over the application of lease contracts and related deductions. Civitas cannot reasonably estimate the impact of such conclusions as there is still a high level of uncertainty regarding the underlying terms and application.

 

As a result of the foregoing, the transaction accounting adjustments for Extraction and Crestone Peak are preliminary and subject to change as additional information becomes available and additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the Pro Forma Financial Statement presented herein. The assumptions and estimates used to determine the preliminary purchase price allocations and fair value adjustments are described in the notes accompanying the Pro Forma Financial Statement. Any increases or decreases in the fair values of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the Pro Forma Statement of Operations. The final purchase price allocations may be materially different than those reflected in the preliminary purchase price allocations presented herein.

 

As of the date of this Current Report on Form 8-K, the fair value estimates of the HighPoint assets acquired and liabilities assumed are final as Civitas has completed its detailed valuation analysis.

 

The Pro Forma Financial Statement should be read in conjunction with:

 

  the audited consolidated financial statements contained in Civitas’ Annual Report on Form 10-K for the year ended December 31, 2021;

 

  the unaudited consolidated financial statements and footnotes of HighPoint for the quarter ended March 31, 2021, which are incorporated by reference into this Current Report on Form 8-K;

 

  the unaudited condensed consolidated financial statements and footnotes of Extraction for the nine months ended September 30, 2021, which are included as an exhibit to this Current Report on Form 8-K; and

 

  the unaudited consolidated financial statements and footnotes of Crestone Peak for the nine months ended September 30, 2021, which are included as an exhibit to this Current Report on Form 8-K.

 

 2 

 

 

CIVITAS RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2021 

 

   Historical   HighPoint
Transaction Accounting Adjustments
   Pro Forma
Combined
 
   Civitas   HighPoint1   Reclass
Adjustments
- Note 4(a)
   Pro Forma
Adjustments
- Note 5
   Civitas
and HighPoint
 
                     
   (in thousands, except per share amounts) 
Operating net revenues:    
Oil and gas sales  $930,614   $72,019   $-   $-   $1,002,633 
Oil sales   -    -    -    -    - 
Natural gas sales   -    -    -    -    - 
NGL sales   -    -    -    -    - 
Crude oil   -    -    -    -    - 
Natural gas   -    -    -    -    - 
Natural gas liquids   -    -    -    -    - 
Operating expenses:                         
Lease operating expense   52,391    6,148    (1,228)   -    57,311 
Midstream operating expense   17,426    -    1,228    -    18,654 
Gathering, transportation, and processing   64,507    3,781    -    -    68,288 
Severance and ad valorem taxes   65,113    3,722    -    -    68,835 
Exploration   7,937    52    -    -    7,989 
Depreciation, depletion, and amortization   226,931    19,322    -    (3,179)(a)   243,074 
Abandonment and impairment of unproved properties   57,260    -    4,203    -    61,463 
Impairment and abandonment expense   -    4,203    (4,203)   -    - 
Impairment of long-lived assets   -    -    -    -    - 
Unused commitments   7,692    4,911    -    -    12,603 
Bad debt expense   607    -    -    -    607 
Merger transaction costs   43,555    24,391    -    -    67,946 
General and administrative expense   65,132    11,921    -    -    77,053 
Other operating expenses, net   -    231    -    -    231 
Total operating expenses   608,551    78,682    -    (3,179)   684,054 
Other income (expense):                         
Derivative gain (loss)   (60,510)   (35,462)   -    -    (95,972)
Interest expense, net   (9,700)   4,180    -    (6,055)(b)   (11,575)
Gain on property transactions, net   1,932    -    -    -    1,932 
Other income (expense)   (2,006)   -    2,446    -    440 
Interest and other income (expense)   -    2,446    (2,446)   -    - 
Reorganization items   -    (8,764)   -    -    (8,764)
Total other income (expenses)   (70,284)   (37,600)   -    (6,055)   (113,939)
Income (loss) from operations before taxes   251,779    (44,263)   -    (2,876)   204,640 
Income tax benefit (expense)   (72,858)   -    -    705(d)   (72,153)
Net income (loss)   178,921    (44,263)   -    (2,171)   132,487 
Adjustments to reflect Series A Preferred Stock dividends and accretion of discount   -    -    -    -    - 
Net loss attributable to noncontrolling interests   -    -    -    -    - 
Net Income (Loss) Available to Common Shareholders  $178,921   $(44,263)  $-   $(2,171)  $132,487 
                          
Net income (loss) per common share:                         
Basic  $4.82                  $3.35 
Diluted  $4.74                  $3.30 
Weighted-average common shares outstanding:                         
Basic   37,155              2,417(c)   39,572 
Diluted   37,746              2,417(c)   40,163 

 

See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Statements”

 

 3 

 

 

CIVITAS RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(CONTINUED)

Year Ended December 31, 2021

 

   Pro Forma
Combined
         Extraction Transaction Accounting
Adjustments
   Pro Forma
Combined
 
   Civitas
and HighPoint
   Extraction
As Further
Adjusted
 - Note 22
   Reclass
Adjustments
- Note 4(b)
   Pro Forma
Adjustments
- Note 6
   Civitas
(Excluding
Crestone Peak) 
 
                     
   (in thousands, except per share amounts)
Operating net revenues:   
Oil and gas sales  $1,002,633   $-   $882,255   $-   $1,884,888 
Oil sales   -    469,042    (469,042)   -    - 
Natural gas sales   -    243,270    (243,270)   -    - 
NGL sales   -    169,943    (169,943)   -    - 
Crude oil   -    -    -    -    - 
Natural gas   -    -    -    -    - 
Natural gas liquids   -    -    -    -    - 
Operating expenses:                         
Lease operating expense   57,311    45,124    -    -    102,435 
Midstream operating expense   18,654    -    -    -    18,654 
Gathering, transportation, and processing   68,288    78,364    -    -    146,652 
Severance and ad valorem taxes   68,835    70,585    -    -    139,420 
Exploration   7,989    12,342    (9,007)   -    11,324 
Depreciation, depletion, and amortization   243,074    167,512    -    (72,283)(a)   338,303 
Abandonment and impairment of unproved properties   61,463    -    9,393    -    70,856 
Impairment and abandonment expense   -    -    -    -    - 
Impairment of long-lived assets   -    386    (386)   -    - 
Unused commitments   12,603    -    -    -    12,603 
Bad debt expense   607    -    -    -    607 
Merger transaction costs   67,946    -    -    -    67,946 
General and administrative expense   77,053    34,762    -    -    111,815 
Other operating expenses, net   231    28,042    -    -    28,273 
Total operating expenses   684,054    437,117    -    (72,283)   1,048,888 
Other income (expense):                         
Derivative gain (loss)   (95,972)   (176,895)   -    -    (272,867)
Interest expense, net   (11,575)   (8,606)   -    8,606(b)   (11,575)
Gain on property transactions, net   1,932    -    -    -    1,932 
Other income (expense)   440    49    -    -    489 
Interest and other income (expense)   -    -    -    -    - 
Reorganization items   (8,764)   873,908    -    -    865,144 
Total other income (expense)   (113,939)   688,456   -    8,606    583,123 
Income (loss) from operations before taxes   204,640    1,133,594    -    80,889    1,419,123 
Income tax benefit (expense)   (72,153)   (53,570)   -    (19,842)(d)   (145,565)
Net income (loss)   132,487    1,080,024    -    61,047    1,273,558 
Adjustments to reflect Series A Preferred Stock dividends and accretion of discount   -    (418)   -    -    (418)
Net loss attributable to noncontrolling interests   -    -    -    -    - 
Net Income (Loss) Available to Common Shareholders  $132,487   $1,079,606   $-   $61,047   $1,273,140 
                          
Net income (loss) per common share:                         
Basic  $3.35                  $19.45 
Diluted  $3.30                  $19.27 
Weighted-average common shares outstanding:                         
Basic   39,572              25,898(c)   65,470 
Diluted   40,163              25,898(c)   66,061 

 

See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Statements”

 

 4 

 

 

CIVITAS RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(CONTINUED)
 

Year Ended December 30, 2021

 

     Pro Forma
Combined
     Crestone Peak
Transaction
Accounting Adjustments
     
   Civitas
(Excluding
Crestone Peak)
   Crestone Peak
As Adjusted3
   Reclass
Adjustments
- Note 4(c)
   Pro Forma
Adjustments
- Note 7
   Pro Forma Combined
Civitas
 
                     
   (in thousands, except per share amounts) 
Operating net revenues:    
Oil and gas sales  $1,884,888   $-   $508,038   $-   $2,392,926 
Oil sales   -    -    -    -    - 
Natural gas sales   -    -    -    -    - 
NGL sales   -    -    -    -    - 
Crude oil   -    310,312    (310,312)   -    - 
Natural gas   -    98,447    (98,447)   -    - 
Natural gas liquids   -    99,279    (99,279)   -    - 
Operating expenses:                         
Lease operating expense   102,435    35,266    -    -    137,701 
Midstream operating expense   18,654    -    -    -    18,654 
Gathering, transportation, and processing   146,652    70,717    -    -    217,369 
Severance and ad valorem taxes   139,420    42,264    -    -    181,684 
Exploration   11,324    -    -    5,167(a)   16,491 
Depreciation, depletion, and amortization   338,303    138,978    -    (66,915)(b)   410,366 
Abandonment and impairment of unproved properties   70,856    -    -    -    70,856 
Impairment and abandonment expense   -    -    -    -    - 
Impairment of long-lived assets   -    -    -    -    - 
Unused commitments   12,603    -    -    -    12,603 
Bad debt expense   607    -    -    -    607 
Merger transaction costs   67,946    -    -    -    67,946 
General and administrative expense   111,815    19,310    -    9,623(a)   140,748 
Other operating expenses, net   28,273    -    -    -    28,273 
Total operating expenses   1,048,888    306,535    -    (52,125)   1,303,298 
Other income (expense):                         
Derivative gain (loss)   (272,867)   (445,807)   -    -    (718,674)
Interest expense, net   (11,575)   (46,047)   -    32,741(c)   (24,881)
Gain on property transactions, net   1,932    -    -    -    1,932 
Other income (expense)   489    (780)   -    -    (291)
Interest and other income (expense)   -    -    -    -    - 
Reorganization items   865,144    -    -    -    865,144 
Total other income (expense)   583,123    (492,634)   -    32,741   123,230 
Income (loss) from operations before taxes   1,419,123    (291,131)   -    84,866    1,212,858 
Income tax benefit (expense)   (145,565)   -    -    (20,818)(f)   (166,383)
Net income (loss)   1,273,558    (291,131)   -    64,048    1,046,475 
Adjustments to reflect Series A Preferred Stock dividends and accretion of discount   (418)   -    -    -    (418)
Net loss attributable to noncontrolling interests   -    (7,016)   -    7,016(d)   - 
Net Income (Loss) Available to Common Shareholders  $1,273,140   $(284,115)  $-   $57,032   $1,046,057 
                          
Net income (loss) per common share:                         
Basic  $19.45                  $12.61 
Diluted  $19.27                  $12.52 
Weighted-average common shares outstanding:                         
Basic   65,470              17,511(e)   82,981 
Diluted   66,061              17,511(e)   83,572 

 

(1) For the period from January 1, 2021, through March 31, 2021.
(2) For the period from January 1, 2021 through October 31, 2021.
(3) For the period from January 1, 2021 through October 31, 2021.

 

See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Statements”

 

 5 

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENT

 

NOTE 1 — BASIS OF PRESENTATION

 

The Civitas, HighPoint, Extraction and Crestone Peak historical financial information has been derived from each respective company’s historical financial statements which are incorporated by reference or included as an exhibit to this Current Report on Form 8-K. Certain of HighPoint’s, Extraction’s and Crestone Peak’s historical amounts have been reclassified to conform to Civitas’ financial statement presentation, as discussed further in Note 3. The Pro Forma Financial Statement should be read in conjunction with each company’s historical financial statements and the notes thereto. The Pro Forma Statement of Operations gives effect to the Transactions as if they had been completed on January 1, 2021.

 

Each of the HighPoint Merger, the Extraction Merger and the Crestone Peak Merger are described in the accompanying notes to the Pro Forma Financial Statement. In the opinion of Civitas’ management, all material adjustments have been made that are necessary to present fairly the Pro Forma Financial Statement in accordance with Article 11. The Pro Forma Financial Statement does not purport to be indicative of the results of operations of the combined company that would have occurred if the Transactions had occurred on the date indicated, nor are they indicative of Civitas’ future results of operations. In addition, future results may differ significantly from those reflected in the Pro Forma Financial Statement.

 

NOTE 2 — EXTRACTION AS ADJUSTED

 

On January 20, 2021, Extraction emerged from Chapter 11 bankruptcy and qualified for fresh start reporting under Accounting Standards Codification 852, Reorganizations (“ASC 852”). As such, a new reporting entity was considered to have been created such that the Extraction results of operations between January 21, 2021 and October 31, 2021 (the “Extraction Successor Period”) are not comparable with the Extraction results of operations between January 1, 2021 and January 20, 2021 (the “Extraction Predecessor Period”). In  order to determine the Extraction As Adjusted amounts, the results of operations for the Extraction Successor from January 21, 2021, through September 30, 2021, have been added to the results of operations for the Extraction Predecessor from January 1, 2021 through January 20, 2021. Further, in order to determine the Extraction As Further Adjusted amounts, the Extraction As Adjusted amounts have been added to the results of operations for the Extraction Successor from October 1, 2021 through October 31, 2021, as reflected in the Pro Forma Statement of Operations for the year ended December 31, 2021.

 

   Extraction Successor   Extraction Predecessor   Extraction
As Adjusted
   Extraction Successor   Extraction
As Further Adjusted
 
   For the
Period from
January 21
through
September 30,
2021
   For the
Period
from
January 1
through
January 20,
2021
   For the
Period
from
January 1
through
September 30,
2021
   For the
Month
Ended
October 
31, 2021
   For the
Period
from
January 1
through
September
 30, 2021
 
                     
   (in thousands) 
Revenues:    
Oil sales  $384,929   $27,137   $412,066   $56,976   $469,042 
Natural gas sales   212,462    7,806    220,268    23,002    243,270 
NGL sales   136,855    8,099    144,954    24,989    169,943 
Total Revenues   734,246    43,042    777,288    104,967    882,255 
Operating Expenses:                         
Lease operating expense   38,344    2,555    40,899    4,225    45,124 
Transportation and gathering   65,543    6,256    71,799    6,565    78,364 
Production taxes   57,451    3,294    60,745    9,840    70,585 
Exploration and abandonment expenses   11,872    316    12,188    154    12,342 
Depletion, depreciation, amortization and accretion   135,596    16,133    151,729    15,783    167,512 
Impairment of long-lived assets   386        386        386 
General and administrative expense   28,434    2,211    30,645    4,117    34,762 
Other operating expense   12,332    1,107    13,439    14,603    28,042 
Total Operating Expenses   349,958    31,872    381,830    55,287    437,117 
Operating Income (Loss)   384,288    11,170    395,458    49,680    445,138 
Other Income (Expense):                         
Commodity derivative loss   (155,806)   (12,586)   (168,392)   (8,503)   (176,895)
Reorganization items, net       873,908    873,908        873,908 
Interest expense   (6,689)   (1,534)   (8,223)   (383)   (8,606)
Other income   (42)   12    (30)   80    50 
Total Other Income (Expense)   (162,537)   859,800    697,263    (8,806)   688,457 
Income Before Income Taxes   221,751    870,970    1,092,721    40,874    1,133,595 
Income tax expense   (44,070)       (44,070)   (9,500)   (53,570)
Net Income  $177,681   $870,970   $1,048,651   $31,374   $1,080,025 
Net Income Attributable to Extraction Oil & Gas, Inc.   177,681    870,970    1,048,651    31,374    1,080,025 
Adjustments to reflect Series A Preferred Stock dividends and accretion of discount       (418)   (418)       (418)
Net Income (Loss) Available to Common Shareholders   177,681    870,552   $1,048,233    31,374    1,079,607 

 

 6 

 

 

NOTE 3 — CRESTONE PEAK AS ADJUSTED HISTORICAL FINANCIAL STATEMENT INFORMATION

 

The historical financial statements of Crestone Peak included as an exhibit to this Current Report on Form 8-K include the historical statement of operations of Crestone Peak for the nine months ended September 30, 2021. Given the Crestone Peak Merger was not completed until November 1, 2021, for pro forma purposes herein in order to determine the Crestone Peak As Adjusted amounts, Crestone Peak’s results of operations for the nine months ended September 30, 2021, have been added to Crestone Peak’s results of operations for the period from October 1, 2021, through October 31, 2021, as reflected in the Pro Forma Statement of Operations for the year ended December 31, 2021.

 

   Crestone Peak 
   For the Nine Months Ended
September 30, 2021
   For the One Month Ended
October 31, 2021
   As Adjusted 
             
  (in thousands) 
Revenue:    
Crude oil
  $275,686   $34,626   $310,312 
Natural gas
   82,772    15,675    98,447 
Natural gas liquids   85,101    14,178    99,279 
Total revenues   443,559    64,479    508,038 
Expenses:
               
Lease operating expenses   31,768    3,498    35,266 
Gathering and transportation   63,339    7,378    70,717 
Production, mineral and other taxes   36,840    5,424    42,264 
Depletion, depreciation, and accretion   125,565    13,413    138,978 
General and administrative   17,379    1,931    19,310 
Total expenses   274,891    31,644    306,535 
Operating income   168,668    32,835    201,503 
Other expense:
               
Interest expense, net of capitalized interest   (41,442)   (4,605)   (46,047)
Commodity derivative loss   (404,308)   (41,499)   (445,807)
Other
   (861)   81    (780)
Total other expenses   (446,611)   (46,023)   (492,634)
Income (loss) before income taxes   (277,943)   (13,188)   (291,131)
Income tax expense   -    -    - 
Net income (loss)   (277,943)   (13,188)   (291,131)
Less net loss attributable to non-controlling interests   (6,314)   (702)   (7,016)
Net loss attributable to CPPIB Crestone Peak Resources America Inc.   (271,629)   (12,486)   (284,115)

 

NOTE 4 — RECLASSIFICATION ADJUSTMENTS

 

The Pro Forma Financial Statement has been adjusted to reflect reclassifications of HighPoint’s, Extraction’s, and Crestone Peak’s historical financial statements to conform to Civitas’s financial statement presentation.

 

  (a) HighPoint Reclassification Adjustments

 

  Reclassification of $1.2 million from Lease operating expense to Midstream operating expense;

 

  Reclassification of $4.2 million from Impairment of oil and gas properties to Abandonment and impairment of unproved properties; and

 

  Reclassification of $2.4 million from Interest and other income to Other income.

 

  (b) Extraction Reclassification Adjustments

 

  Reclassification of $469.0 million, $243.3 million and $170.0 million from Oil Sales, Natural gas sales and NGL sales respectively, to Oil and gas sales; and

 

  Reclassification of $9.0 million and $0.4 million from Exploration and Impairment of long-lived assets respectively, to Abandonment and impairment of unproved properties.

 

  (c) Crestone Peak Reclassification Adjustments

 

  Reclassification of $310.3 million, $98.4 million and $99.3 from Crude oil, Natural gas and Natural gas liquids respectively, to Oil and gas sales.

 

NOTE 5 — HIGHPOINT ACQUISITION ACCOUNTING AND PRO FORMA ADJUSTMENTS

 

As previously discussed, on April 1, 2021, Civitas completed its acquisition of HighPoint, pursuant to the terms of HighPoint’s Prepackaged Plan. The Prepackaged Plan implemented the HighPoint Merger and related restructuring transactions in accordance with the HighPoint Merger agreement.

 

Pursuant to the Prepackaged Plan and the HighPoint Merger agreement, on the HighPoint Effective Date, HighPoint Merger Sub merged with and into HighPoint, with HighPoint continuing as the surviving corporation as a wholly owned subsidiary of Civitas. On the HighPoint Effective Date, each eligible share of HighPoint common stock, par value $0.001 per share (“HighPoint Common Stock”) issued and outstanding immediately prior to the HighPoint Effective Date was automatically converted into the right to receive 0.11464 shares of Civitas common stock, par value $0.01 per share (“Civitas Common Stock”), with cash paid in lieu of fractional shares, resulting in the issuance of 487,952 shares of Civitas Common Stock to former HighPoint stockholders.

 

 7 

 

 

Concurrently with the HighPoint Merger and pursuant to the Prepackaged Plan, in exchange for the $625.0 million in aggregate principal amount outstanding of 7.0% Senior Notes due 2022 of HighPoint Operating Corporation (“HighPoint OpCo”) and 8.75% Senior Notes due 2025 of HighPoint OpCo (collectively, the “HighPoint Senior Notes”), Civitas issued to all holders of HighPoint Senior Notes an aggregate of (i) 9,314,214 shares of Civitas Common Stock and (ii) $100.0 million aggregate principal amount of 7.5% Senior Notes due 2026 of Civitas (“Civitas Senior Notes”).

 

HighPoint Acquisition Accounting

 

Civitas was the accounting acquirer to the HighPoint Merger which has been accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805, Business Combinations (“ASC 805”). The allocation of the purchase price with respect to the HighPoint Merger was previously finalized within the measurement period based on the closing date of the acquisition of April 1, 2021.

 

The following tables present the merger consideration and purchase price allocation of the assets acquired and the liabilities assumed in the HighPoint Merger:

 

Merger Consideration (in thousands except per share amount)    
Shares of Civitas Common Stock issued to existing HighPoint common stock holders(1)   488 
Shares of Civitas Common Stock issued to existing HighPoint senior note holders   9,314 
Total additional shares of Civitas Common Stock issued as merger consideration   9,802 
      
Closing price per share of Civitas Common Stock(2)  $38.25 
      
Merger consideration paid in shares of Civitas Common Stock  $374,933 
Aggregate principal amount of the 7.5% Senior Notes   100,000 
Total merger consideration
  $474,933 

 

(1) Based on the number of shares of HighPoint common stock issued and outstanding as of April 1, 2021 as converted at the exchange ratio of 0.11464.

(2) Based on the closing stock price of Civitas Common Stock on April 1, 2021.

 

 8 

 

 

   Purchase Price
Allocation
 
  (in thousands)
Assets Acquired     
Cash and cash equivalents  $49,827 
Accounts receivable - oil and gas sales   26,343 
Accounts receivable - joint interest and other   9,161 
Prepaid expenses and other   3,608 
Inventory of oilfield equipment   4,688 
Proved properties   539,820 
Other property and equipment, net of accumulated depreciation   2,769 
Right-of-use assets   4,010 
Deferred income tax assets   110,513 
Other noncurrent assets   797 
Total assets acquired  $751,536 
      
Liabilities Assumed     
Accounts payable and accrued expenses  $51,088 
Oil and gas revenue distribution payable   20,786 
Lease liability   4,010  
Derivative liability   18,500 
Current portion of long-term debt   154,000 
Ad valorem taxes and other   3,746 
Asset retirement obligations for oil and gas properties   24,473 
Total liabilities assumed   276,603 
Net assets acquired  $474,933 

 

HighPoint Pro Forma Adjustments

 

The Pro Forma Financial Statement has been adjusted to give effect to the HighPoint Merger as follows:

 

  (a) Reflects the pro forma adjustments to Depreciation, depletion, and amortization related to:

 

  Depletion expense calculated based on the fair value of the proved properties acquired in accordance with the successful efforts method of accounting; and

 

  Depreciation expense calculated based on the fair value of the gathering assets acquired, based on a 30-year useful life.

 

  (b) Reflects the following pro forma adjustments related to interest expense for the year ended December 31, 2021:

 

  Decrease to interest expense of $4.2 million related to the elimination of historical interest income of HighPoint; and

 

  Increase to interest expense of $1.9 million related to the issuance of $100.0 million aggregate principal amount of 7.5% Senior Notes due 2026 (the “7.5% Senior Notes”), assuming that the 7.5% Senior Notes had been issued on January 1, 2021.

 

  (c) Reflects the adjustment resulting from the issuance of shares of Civitas Common Stock to existing holders of HighPoint Common Stock and the holders of HighPoint Senior Notes to effect the HighPoint Merger.

 

  (d) Reflects the pro forma adjustments related to income tax expense based upon a blended federal and state statutory tax rate of approximately 24.5%.

 

 9 

 

 

  (e) HighPoint historically incurred certain non-recurring charges with respect to its Chapter 11 bankruptcy, specifically Reorganization items of $8.8 million for the three months ended March 31, 2021. These expenses are included within the Pro Forma Statement of Operations for the year ended December 31, 2021; however, they are not expected to be recurring expenses of Civitas going forward.

 

NOTE 6 — EXTRACTION PRELIMINARY ACQUISITION ACCOUNTING AND PRO FORMA ADJUSTMENTS

 

Pursuant to the Extraction Merger Agreement, on the Extraction Effective Date, (i) Merger Sub merged with and into Extraction, with Extraction continuing its existence as the surviving corporation as a wholly owned subsidiary of Civitas following the Extraction Merger, (ii) each share of common stock, par value $0.01 per share, of Extraction (the “Extraction Common Stock”) issued and outstanding as of immediately prior to the Extraction Effective Date was converted into the right to receive 1.1711 shares of Civitas Common Stock for each share of Extraction Common Stock (the “Extraction Exchange Ratio”), with cash paid in lieu of the issuance of fractional shares, if any, and (iii) each holder of Extraction Common Stock received a total dividend equalization payment, as part of the Extraction Merger purchase consideration, of approximately 0.017225678 shares of Civitas Common Stock per share of Extraction Common Stock related to dividends paid to Civitas’ stockholders on June 30, 2021 and September 30, 2021, with cash paid in lieu of the issuance of fractional shares, if any.

 

Additionally, pursuant to the Extraction Merger Agreement, on the Extraction Effective Date, each award of restricted stock units (including those subject to performance-based vesting conditions) issued pursuant to Extraction’s 2021 Long Term Incentive Plan (the “Extraction Equity Plan”) that was outstanding immediately prior to the Extraction Effective Date and that by its terms did not settle by reason of the occurrence of the closing of the Extraction Merger (each, an “Extraction RSU Award”) was assumed by Civitas and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Civitas Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of Extraction Common Stock subject to the Extraction RSU Award immediately prior to the Extraction Effective Date multiplied by the Extraction Exchange Ratio, effective as of the Extraction Effective Date.

 

As of the Extraction Effective Date, each Converted RSU continued to be governed by the same terms and conditions (including vesting and forfeiture) that were applicable to the corresponding Extraction RSU Award immediately prior to the Extraction Effective Date. However, any Extraction RSU Award subject to performance-based vesting conditions continued to be measured pursuant to the same terms and conditions of the underlying Extraction RSU Award in effect as of immediately prior to the Extraction Effective Date.

 

Further, effective as of immediately prior to the Extraction Effective Date, each award of deferred stock units granted under the Extraction Equity Plan and held by a member of the Extraction board who was not a designee of Extraction for appointment to Civitas’ Board as of the Extraction Effective Date immediately vested in full. As such, any Civitas Common Stock issued in exchange for the corresponding Extraction Common Stock issued and outstanding related to these deferred stock unit grants were included in the Extraction Merger purchase consideration.

 

Additionally, on the Extraction Effective Date, in accordance with the terms of (i) the Extraction Tranche A warrants to purchase Extraction Common Stock, issued pursuant to that certain Warrant Agreement by and between Extraction and American Stock Transfer & Trust Company, LLC, as warrant agent (“AST”), dated as of January 20, 2021 (the “Tranche A Warrants”), and (ii) the Extraction Tranche B warrants to purchase Extraction Common Stock, issued pursuant to that certain Warrant Agreement by and between Extraction and AST, as warrant agent, dated as of January 20, 2021 (the “Tranche B Warrants,” and, together with the Tranche A Warrants, the “Extraction Warrants”), that were issued and outstanding immediately prior to the Extraction Effective Date, were cancelled and Civitas executed a replacement warrant agreement for the Tranche A Warrants and a replacement warrant agreement for the Tranche B Warrants and issued to each holder of the Extraction Warrants a replacement warrant (each, a “Replacement Warrant”) that is exercisable for a number of shares of Civitas Common Stock equal to the number of shares of Civitas Common Stock that would have been issued or paid to a holder of the number of shares of Extraction Common Stock into which such Extraction Warrant was exercisable immediately prior to the Extraction Effective Date. Each Replacement Warrant has an exercise price as set forth in the applicable Replacement Warrant Agreement, subject to adjustment as set forth therein. As part of the Extraction Merger purchase consideration, 3.4 million Tranche A and 1.7 million Tranche B Replacement Warrants were issued.

 

 10 

 

 

As previously discussed in Note 2 to the Pro Forma Financial Statement, Extraction previously emerged from Chapter 11 bankruptcy on January 20, 2021. As such, for purposes of the Pro Forma Financial Statement, “Extraction Successor” refers to Extraction from January 21, 2021 through October 31, 2021, and “Extraction Predecessor” refers to Extraction from January 1 to January 20, 2021.

 

Extraction Preliminary Acquisition Accounting

 

Civitas has determined it is the accounting acquirer to the Extraction Merger which will be accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805. The allocation of the purchase price with respect to the Extraction Merger is based upon management’s estimates of and assumptions related to the fair values of assets acquired and liabilities assumed as of November 1, 2021, using currently available information. The final purchase price allocation and the resulting effect on Civitas’ results of operations may differ significantly from the pro forma amounts included herein, which are based on preliminary estimates and assumptions. Civitas expects to finalize the purchase price allocation as soon as practicable subsequent to the Extraction Effective Date, which will not extend beyond the one-year measurement period provided under ASC 805.

 

The following tables present the merger consideration and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Extraction Merger:

 

Merger Consideration (in thousands, except per share amount)    
Shares of Civitas Common Stock issued as merger consideration  (1)   31,095 
Closing price per share of Civitas Common Stock  (2)  $56.10 
Merger consideration paid in shares of Civitas Common Stock  $1,744,431 
      
Unvested restricted stock compensation expense as merger consideration  $19,338 
Unvested performance restricted stock compensation expense allocated as merger consideration   2,897 
Total merger consideration  $22,235 
      
Tranche A warrants issued as merger consideration  $52,164 
Tranche B warrants issued as merger consideration   25,299 
Total warrant merger merger consideration  $77,463 
      
Total merger consideration  $1,844,129 

 

(1) Based on the number of shares of Extraction Common Stock issued and outstanding as of November 1, 2021 and the conversion ratio of 1.1711 per share of Civitas Common Stock.

(2) Based on the closing stock price of Civitas Common Stock on November 1, 2021.

 

 11 

 

 

   Preliminary
Purchase Price
Allocation
 
  (in thousands)
Assets Acquired     
Cash and cash equivalents  $106,360 
Accounts receivable - oil and natural gas sales   119,585 
Accounts receivable - joint interest and other   33,054 
Prepaid expenses and other   3,044 
Inventory of oilfield equipment   9,291 
Derivative assets   5,834 
Proved properties   1,876,014 
Unproved properties   193,400 
Other property and equipment, net of accumulated depreciation   40,068 
Deferred income tax assets   6,883 
Other noncurrent assets   49,194 
Total assets acquired   4,248 
Total assets acquired  $2,446,975 
      
Liabilities Assumed     
Accounts payable and accrued expenses  $90,353 
Production taxes payable   63,572 
Oil and gas revenue distribution payable   170,002 
Income tax payable   14,000 
Lease liability   6,883 
Derivative liability   100,474 
Ad valorem taxes   87,071 
Asset retirement obligations   68,741 
Other noncurrent liabilities   1,750 
Total liabilities assumed   602,846 
Net assets acquired  $1,844,129 

 

Extraction Pro Forma Adjustments

 

The Pro Forma Financial Statement has been adjusted to give effect to the Extraction Merger as follows:

 

  (a) Reflects the pro forma adjustment to Depreciation, depletion, and amortization calculated in accordance with the successful efforts method of accounting for oil and gas properties, which is based on the preliminary purchase price allocation of the estimated fair value of the proved properties acquired.

 

  (b) Reflects the pro forma adjustment to eliminate $8.6 million of historical interest expense of Extraction, given that Civitas did not assume any debt outstanding as of the closing date on November 1, 2021, and as such, it is assumed that no Extraction debt was outstanding for purposes of the Pro Forma Statement of Operations for the year ended December 31, 2021.

 

  (c) Reflects the adjustment resulting from the issuance of shares of Civitas Common Stock to Extraction stockholders to effect the Extraction Merger.

 

  (d) Reflects the pro forma adjustments related to income tax expense based upon a blended federal and state statutory tax rate of approximately 24.5%.

 

 12 

 

 

NOTE 7 — CRESTONE PEAK PRELIMINARY ACQUISITION ACCOUNTING AND PRO FORMA ADJUSTMENTS

 

Pursuant to the Crestone Peak Merger Agreement, at the Crestone Peak Effective Date, (i) Merger Sub 1 merged with and into Crestone Peak (the “Merger Sub 1 Merger”), with Crestone Peak continuing its existence as the surviving corporation as a wholly owned subsidiary of Civitas following the Merger Sub 1 Merger (the “Crestone Surviving Corporation”), and (ii) subsequently, the Crestone Surviving Corporation merged with and into Merger Sub 2 (the “Merger Sub 2 Merger”) and together with the Merger Sub 1 Merger, the (“Crestone Peak Merger”), with Merger Sub 2 continuing its existence as the surviving entity as a wholly owned subsidiary of Civitas (the “Crestone Surviving Entity”).

 

Pursuant to the Crestone Peak Merger Agreement, at the effective time of the Merger Sub 1 Merger (the “Merger Sub 1 Effective Date”), the shares of Crestone Peak common stock, par value $0.01 per share (“Crestone Peak Common Stock”) (excluding shares of Crestone Peak Common Stock held by Crestone Peak as treasury shares or by Civitas or Merger Sub 1 immediately prior to the Merger Sub 1 Effective Date), issued and outstanding as of immediately prior to the Merger Sub 1 Effective Date were converted into the right to collectively receive 22.5 million shares of Civitas Common Stock (the “Crestone Peak merger consideration”). In addition, at the effective time of the Merger Sub 2 Merger (the “Merger Sub 2 Effective Date”), each share of common stock of the Crestone Surviving Corporation issued and outstanding as of immediately prior to the Merger Sub 2 Effective Date was automatically cancelled and each unit of Merger Sub 2 issued and outstanding immediately prior to the Merger Sub 2 Effective Date remained issued and outstanding and represents the only outstanding units of the Crestone Surviving Entity immediately following the Merger Sub 2 Merger.

 

Crestone Peak Preliminary Acquisition Accounting

 

Civitas has determined it is the accounting acquirer to the Crestone Peak Merger which will be accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805. The allocation of the purchase price with respect to the Crestone Peak Merger is based upon management’s estimates of and assumptions related to the fair values of assets to be acquired and liabilities to be assumed as of November 1, 2021, using currently available information. The final purchase price allocation and the resulting effect on Civitas’ results of operations may differ significantly from the pro forma amounts included herein. Civitas expects to finalize the purchase price allocation as soon as practicable subsequent to the Crestone Peak Merger which will not extend beyond the one-year measurement period provided under ASC 805.

 

The following tables present the merger consideration and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Crestone Peak Merger:

 

Merger Consideration (in thousands except per share amount)    
Shares of Civitas Common Stock issued as merger consideration   22,500 
Closing price per share of Civitas Resources common stock(1)  $56.10 
Merger consideration paid in shares of Civitas Resources common stock   1,262,250 

 

(1) Based on the closing stock price of Civitas Common Stock on November 1, 2021.

 

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   Preliminary Purchase
Price Allocation
 
    (in thousands) 
Assets Acquired     
Cash and cash equivalents  $67,505 
Accounts receivable - oil and gas sales   81,340 
Accounts receivable - joint interest and other   9,917 
Prepaid expenses and other   2,929 
Inventory of oilfield equipment   11,951 
Proved properties   1,797,814 
Unproved properties   453,321 
Other property and equipment, net of accumulated depreciation   7,980 
Right-of-use assets   7,934 
Total assets acquired  $2,440,691 
      
Liabilities Assumed     
Accounts payable and accrued expenses  $134,791 
Production taxes payable   52,435 
Oil and natural gas revenue distribution payable   83,950 
Lease liability   7,934 
Derivative liability   338,383 
Credit facility   280,000 
Ad valorem taxes   66,913 
Deferred income tax liabilities   125,086 
Asset retirement obligations   88,949 
Total liabilities assumed   1,178,441 
Net assets acquired  $1,262,250 

 

Crestone Peak Pro Forma Adjustments

 

The Pro Forma Financial Statement has been adjusted to give effect to the Crestone Peak Merger as follows:

 

  (a) Reflects the pro forma adjustments to Exploration and General and administrative expense to reclass certain amounts previously capitalized by Crestone Peak in order to conform the presentation to the successful efforts method of accounting used by Civitas for oil and gas properties.

 

  (b) Reflects the pro forma adjustments to Depreciation, depletion, and amortization calculated in accordance

 

  Depletion expense calculated based on the preliminary fair value of the proved properties acquired in accordance with the successful efforts method of accounting; and

 

  Depreciation expense calculated based on the fair value of the midstream assets acquired, based on a 30-year useful life.

 

  (c) Reflects the following pro forma adjustments related to interest expense for the year ended December 31, 2021:

 

  Decrease to interest expense of $46.0 million related to the historical interest expense of Crestone Peak, as the $280.0 million outstanding on the Crestone Peak credit facility was assumed by Civitas and paid off on the acquisition date on November 1, 2021, such that for pro forma purposes, it is assumed that this interest expense would not have been incurred had there been no amounts outstanding on the Crestone Peak credit facility for the period from January 1, 2021, through November 1, 2021;

 

  Increase to interest expense of $17.1 million related to the issuance by Civitas of $400.0 million aggregate principal amount of 5.0% Senior Notes due 2026 (the “5.0% Senior Notes”) on October 13, 2021; a portion of which was used to pay down the $280.0 million outstanding on the Crestone Peak credit facility assumed on November 1, 2021, in the Crestone Peak Merger, and as such, the adjustment reflects the increase to interest expense, including the amortization of the $8.2 million of deferred financing costs, for the period from January 1, 2021, through October 31, 2021, assuming the 5.0% Senior Notes had been issued on January 1, 2021; and

 

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  Decrease of $3.8 million related to the elimination of the historical interest expense related to the Civitas credit facility, which was paid off using the proceeds of the 5.0% Senior Notes, and for which there were no amounts outstanding as of December 31, 2021; such that for pro forma purposes, it was assumed that there were no borrowings on the Civitas credit facility for the year ended December 31, 2021.

 

  (d) Reflects the elimination of the Net loss attributable to noncontrolling interests as Civitas acquired 100% of CPR.

 

  (e) Reflects the adjustment resulting from the issuance of shares of Civitas Common Stock to Crestone Peak stockholders to effect the Crestone Peak Merger.

 

  (f) Reflects the pro forma adjustments related to income tax expense based upon a blended federal and state effective statutory tax rate of approximately 24.5%.

 

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Exhibit 99.2

 

Extraction Oil & Gas, Inc.

 

Unaudited Condensed Consolidated Balance Sheets of Extraction as of September 30, 2021 (successor) and December 31, 2020 (predecessor), and Unaudited Consolidated Statements of Operations, of Cash Flows, and of Changes in Stockholders' Equity (Deficit) and Noncontrolling Interest for the Periods from January 1, 2021 through January 20, 2021 (predecessor), from January 21, 2021 through September 30, 2021 (successor) and from July 1, 2021 through September 30, 2021 (successor), and the Notes Related Thereto

 

 

 

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FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXTRACTION OIL & GAS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) Successor Predecessor September 30, 2021 December 31, 2020 ASSETS Current Assets: Cash and cash equivalents $ 95,233 $ 205,890 Accounts receivable, net Trade 23,956 13,266 Oil, natural gas and NGL sales 90,353 63,429 Inventory, prepaid expenses and other 19,408 36,382 Commodity derivative asset — 6,971 Total Current Assets 228,950 325,938 Property and Equipment (successful efforts method), at cost: Proved oil and gas properties 1,018,257 4,743,463 Unproved oil and gas properties 126,865 220,380 Wells in progress 8,295 129,058 Less: accumulated depletion, depreciation, amortization and impairment charges (134,213) (3,459,689) Net oil and gas properties 1,019,204 1,633,212 Other property and equipment, net of accumulated depreciation and impairment charges 54,847 56,701 Net Property and Equipment 1,074,051 1,689,913 Non-Current Assets: Other non-current assets 13,841 9,348 Total Non-Current Assets 13,841 9,348 Total Assets $ 1,316,842 $ 2,025,199 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 66,362 $ 80,082 Revenue payable 172,925 49,376 Production taxes payable 62,958 2,595 Commodity derivative liability 93,704 2,147 Accrued interest payable 577 692 Asset retirement obligations 17,522 — DIP Credit Facility—Note 4 — 106,727 Prior Credit Facility—Note 4 — 453,747 Current tax liability 2,470 — Total Current Liabilities 416,518 695,366 Non-Current Liabilities: RBL Credit Facility—Note 4 — — Production taxes payable 79,741 33,627 Commodity derivative liability 6,774 — Other non-current liabilities 8,419 — Asset retirement obligations 70,205 — Total Non-Current Liabilities 165,139 33,627 Liabilities Subject to Compromise — 2,143,497 Total Liabilities 581,657 2,872,490 Commitments and Contingencies—Note 12 Series A Convertible Preferred Stock, $0.01 par value; 50,000,000 shares authorized, 185,280 issued and outstanding as of December 31, 2020 — 191,754 Stockholders' Equity (Deficit): Predecessor common stock, $0.01 par value; 900,000,000 shares authorized; 136,588,900 issued and outstanding as of December 31, 2020 — 1,336 Successor common stock, $0.01 par value; 900,000,000 shares authorized; 25,950,712 issued and outstanding as of September 30, 2021 260 — Predecessor treasury stock, at cost, 38,859,078 shares as of December 31, 2020 — (170,138) Additional paid-in capital 557,244 2,140,499 Retained earnings (accumulated deficit) 177,681 (3,010,742) Total Stockholders' Equity (Deficit) 735,185 (1,039,045) Total Liabilities and Stockholders' Equity $ 1,316,842 $ 2,025,199 The accompanying notes are an integral part of these condensed consolidated financial statements. 2

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EXTRACTION OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Successor Predecessor For the Three Months Ended September 30, For the Three Months Ended September 30, 2021 2020 Revenues: Oil sales $ 145,272 $ 111,072 Natural gas sales 55,658 24,413 NGL sales 60,247 22,741 Total Revenues 261,177 158,226 Operating Expenses: Lease operating expense 13,953 12,401 Transportation and gathering 20,801 50,166 Production taxes 25,100 1,696 Exploration and abandonment expenses 7,527 9,762 Depletion, depreciation, amortization and accretion 46,930 85,306 Impairment of long-lived assets 216 — General and administrative expense 9,976 11,605 Other operating expenses 3,072 9,766 Total Operating Expenses 127,575 180,702 Operating Income (Loss) 133,602 (22,476) Other Income (Expense): Commodity derivative loss (51,481) (9,673) Reorganization items, net — (501,073) Interest expense (1) (1,486) (7,388) Other income (expense) (82) 3 Total Other Income (Expense) (53,049) (518,131) Income (Loss) Before Income Taxes 80,553 (540,607) Income tax expense (15,970) — Net Income (Loss) $ 64,583 $ (540,607) Adjustments to reflect Series A Preferred Stock dividends and accretion of discount — (1,865) Net Income (Loss) Available to Common Shareholders, Basic and Diluted $ 64,583 $ (542,472) Income (Loss) Per Common Share—Note 11 Basic $ 2.49 $ (3.92) Diluted $ 2.43 $ (3.92) Weighted Average Common Shares Outstanding Basic 25,898 138,348 Diluted 26,586 138,348 _______________ (1) Absent the automatic stay described in Note 8—Long-Term Debt to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2020, interest expense for the Predecessor period three months ended September 30, 2020 would have been $24.6 million related to 2024 and 2026 Senior Notes. The accompanying notes are an integral part of these condensed consolidated financial statements. 3

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EXTRACTION OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Successor Predecessor For the Period from January 21 through September 30, For the Period from January 1 through January 20, For the Nine Months Ended September 30, 2021 2021 2020 Revenues: Oil sales $ 384,929 $ 27,137 $ 271,581 Natural gas sales 212,462 7,806 62,734 NGL sales 136,855 8,099 50,753 Gathering and compression — — 1,473 Total Revenues 734,246 43,042 386,541 Operating Expenses: Lease operating expense 38,344 2,555 65,775 Transportation and gathering 65,543 6,256 99,258 Production taxes 57,451 3,294 19,828 Exploration and abandonment expenses 11,872 316 184,903 Depletion, depreciation, amortization and accretion 135,596 16,133 243,977 Impairment of long-lived assets 386 — 1,736 General and administrative expense 28,434 2,211 47,350 Other operating expenses 12,332 1,107 79,484 Total Operating Expenses 349,958 31,872 742,311 Operating Income (Loss) 384,288 11,170 (355,770) Other Income (Expense): Commodity derivative gain (loss) (155,806) (12,586) 184,041 Loss on deconsolidation of Elevation Midstream, LLC — — (73,139) Reorganization items, net — 873,908 (527,992) Interest expense(1) (2) (6,689) (1,534) (49,059) Other income (expense) (42) 12 615 Total Other Income (Expense) (162,537) 859,800 (465,534) Income (Loss) Before Income Taxes 221,751 870,970 (821,304) Income tax expense (44,070) — (2,200) Net Income (Loss) $ 177,681 $ 870,970 $ (823,504) Net income attributable to noncontrolling interest — — 6,160 Net Income (Loss) Attributable to Extraction Oil & Gas, Inc. 177,681 870,970 (829,664) Adjustments to reflect Series A Preferred Stock dividends and accretion of discount — (418) (14,201) Net Income (Loss) Available to Common Shareholders, Basic and Diluted $ 177,681 $ 870,552 $ (843,865) Income (Loss) Per Common Share—Note 11 Basic $ 6.90 $ 6.37 $ (6.11) Diluted $ 6.75 $ 6.37 $ (6.11) Weighted Average Common Shares Outstanding Basic 25,743 136,589 138,080 Diluted 26,331 136,589 138,080 _______________ (1) Absent the automatic stay described in Note 8—Long-Term Debt to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2020, interest expense for the Predecessor period January 1, 2021 to January 20, 2021 would have included an additional $3.7 million related to 2024 and 2026 Senior Notes. (2) Absent the automatic stay described in Note 8—Long-Term Debt to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2020, interest expense for the Predecessor period nine months ended September 30, 2020 would have been $69.2 million related to 2024 and 2026 Senior Notes. The accompanying notes are an integral part of these condensed consolidated financial statements. 4

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EXTRACTION OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Successor Predecessor For the Period from January 21 through September 30, For the Period from January 1 through January 20, For the Nine Months Ended September 30, 2021 2021 2020 Cash flows from operating activities: Net income (loss) $ 177,681 $ 870,970 $ (823,504) Reconciliation of net income (loss) to net cash provided by operating activities: Depletion, depreciation, amortization and accretion 135,596 16,133 243,977 Abandonment and impairment of unproved properties 9,007 — 179,022 Impairment of long-lived assets 386 — 1,736 Amortization of debt issuance costs 1,368 113 3,345 Non-cash lease expense 3,338 264 10,549 Non-cash reorganization items, net — (902,653) 13,398 Non-cash discount on rights offering 1,792 — — Contract asset — — 12,317 Commodity derivatives (gain) loss 155,806 12,586 (184,041) Settlements on commodity derivatives (54,982) 542 76,992 Earnings in unconsolidated subsidiaries — — (480) Loss on deconsolidation of Elevation Midstream, LLC — — 73,139 Deferred income tax expense — — 2,200 Stock-based compensation 7,718 302 4,462 Changes in current assets and liabilities: Accounts receivable—trade (8,989) (598) (19,384) Accounts receivable—oil, natural gas and NGL sales (25,655) (1,269) 50,754 Inventory, prepaid expenses and other 15,875 (778) (26,868) Accounts payable and accrued liabilities (82,340) 16,192 62,668 Accrued damages for rejected and settled contracts — — 494,398 Revenue payable 45,172 18,529 (6,986) Production taxes payable (53,961) (13,750) (16,311) Accrued interest payable 577 (692) 16,420 Current tax liability 2,470 — — Asset retirement expenditures (5,425) (545) (18,750) Net cash provided by operating activities 325,434 15,346 149,053 Cash flows from investing activities: Oil and gas property additions (92,680) (9,120) (218,382) Acquired oil and gas properties (5,491) — — Sale of property and equipment 25,597 — 11,147 Gathering systems and facilities additions, net of cost reimbursements — — 4,193 Other property and equipment additions (1,458) — (3,574) Investment in unconsolidated subsidiaries — — (10,033) Net cash used in investing activities (74,032) (9,120) (216,649) Cash flows from financing activities: Borrowings under Prior Credit Facility—Note 4 — — 200,500 Repayments under Prior Credit Facility—Note 4 — (453,872) (70,000) Borrowings under DIP Credit Facility—Note 4 — — 35,000 Repayments under DIP Credit Facility—Note 4 — (106,727) — Borrowings under RBL Credit Facility—Note 4 60,000 265,000 — Repayments under RBL Credit Facility—Note 4 (333,746) — — Proceeds from issuance of common stock 7,000 200,473 — Payment of employee payroll withholding taxes — — (120) Debt issuance costs and other financing fees (85) (6,328) (1,273) Net cash provided by (used in) financing activities (266,831) (101,454) 164,107 Effect of deconsolidation of Elevation Midstream, LLC — — (7,728) Increase (decrease) in cash and cash equivalents (15,429) (95,228) 88,783 Cash, cash equivalents and restricted cash at beginning of period 110,662 205,890 32,382 Cash, cash equivalents and restricted cash at end of period $ 95,233 $ 110,662 $ 121,165 Supplemental cash flow information: Property and equipment included in accounts payable and accrued liabilities $ 9,132 $ 16,320 $ 38,898 Cash paid for income taxes 41,600 — — Cash paid for interest 4,952 2,245 34,188 Cash paid for reorganization items, net 45,600 6,545 10,454 Accretion of beneficial conversion feature of Series A Preferred Stock — 418 5,452 Preferred Units commitment fees and dividends paid-in-kind — — 6,160 Series A Preferred Stock dividends paid-in-kind — — 8,749 Derivative unwinds reducing the Prior Credit Facility — — 96,065 Draw on letter of credit increasing the RBL Credit Facility 8,746 — 24,311 Draw on letter of credit increasing the Prior Credit Facility — 125 — General unsecured claims within accounts payable and accrued liabilities settled with common stock 16,140 — — Backstop Commitment Agreement premium within accounts payable and accrued liabilities settled with common stock — 23,866 — The accompanying notes are an integral part of these condensed consolidated financial statements. 5

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EXTRACTION OIL & GAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST (In thousands) (Unaudited) Common Stock Treasury Stock Additional Paid in Capital Retained Earnings (Accumulate d Deficit) Extraction Oil & Gas, Inc. Stockholders' Equity (Deficit) Noncontrolling Interest Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Amount Balance at January 1, 2021 (Predecessor) 175,448 $ 1,336 38,859 $ (170,138) $ 2,140,499 $ (3,010,742) $ (1,039,045) $ — $ (1,039,045) Stock-based compensation — — — — 302 — 302 — 302 Accretion of beneficial conversion feature on Series A Preferred Stock — — — — (418) — (418) — (418) Net income — — — — — 870,970 870,970 — 870,970 Cancellation of Predecessor equity (175,448) (1,336) (38,859) 170,138 (2,140,383) 2,139,772 168,191 — 168,191 Issuance of Successor equity 24,729 247 — — 504,205 — 504,452 — 504,452 Issuance of Successor warrants — — — — 20,403 — 20,403 — 20,403 Balance at January 20, 2021 (Predecessor) 24,729 $ 247 — $ — $ 524,608 $ — $ 524,855 $ — $ 524,855 Balance at January 21, 2021 (Successor) 24,729 $ 247 — $ — $ 524,608 $ — $ 524,855 $ — $ 524,855 Stock-based compensation — — — — 2,174 — 2,174 — 2,174 Net income — — — — — 88,554 88,554 — 88,554 Issuance of Successor equity for general unsecured claims 543 5 — — 11,083 — 11,088 — 11,088 Issuance of Successor equity for rights offering 431 5 — — 8,787 — 8,792 — 8,792 Balance at March 31, 2021 (Successor) 25,703 $ 257 — $ — $ 546,652 $ 88,554 $ 635,463 $ — $ 635,463 Stock-based compensation — — — — 2,771 — 2,771 — 2,771 Net income — — — — — 24,544 24,544 — 24,544 Issuance of Successor equity for general unsecured claims 134 1 — — 2,729 — 2,730 — 2,730 Balance at June 30, 2021 (Successor) 25,837 $ 258 — $ — $ 552,152 $ 113,098 $ 665,508 $ — $ 665,508 Stock-based compensation — — — — 2,772 — 2,772 — 2,772 Net income — — — — — 64,583 64,583 — 64,583 Issuance of Successor equity for general unsecured claims 114 2 — — 2,320 — 2,322 — 2,322 Balance at September 30, 2021 (Successor) 25,951 $ 260 — $ — $ 557,244 $ 177,681 $ 735,185 $ — $ 735,185 6

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Balance at January 1, 2020 (Predecessor) 176,517 $ 1,336 38,859 $ (170,138) $ 2,156,383 $ (1,743,208) $ 244,373 $ 264,364 $ 508,737 Preferred Units commitment fees & dividends paid-in-kind — — — — (6,160) — (6,160) 6,160 — Series A Preferred Stock dividends — — — — (4,748) — (4,748) — (4,748) Accretion of beneficial conversion feature on Series A Preferred Stock — — — — (1,770) — (1,770) — (1,770) Restricted stock issued, net of tax withholdings and other 234 — — — (35) — (35) — (35) Net income — — — — — 9,037 9,037 — 9,037 Effects of deconsolidation of Elevation Midstream, LLC — — — — — — — (270,524) (270,524) Balance at March 31, 2020 (Predecessor) 176,751 $ 1,336 38,859 $ (170,138) $ 2,143,670 $ (1,734,171) $ 240,697 $ — $ 240,697 Stock-based compensation — — — — 2,560 — 2,560 — 2,560 Series A Preferred Stock dividends — — — — (4,001) — (4,001) — (4,001) Accretion of beneficial conversion feature on Series A Preferred Stock — — — — (1,817) — (1,817) — (1,817) Restricted stock issued, net of tax withholdings and other 452 — — — (85) — (85) — (85) Net loss — — — — — (291,934) (291,934) — (291,934) Balance at June 30, 2020 (Predecessor) 177,203 $ 1,336 38,859 $ (170,138) $ 2,140,327 $ (2,026,105) $ (54,580) $ — $ (54,580) Stock-based compensation — — — — 1,902 — 1,902 — 1,902 Accretion of beneficial conversion feature on Series A Preferred Stock — — — — (1,865) — (1,865) — (1,865) Restricted stock issued, net of tax withholdings and other 27 — — — — — — — — Net loss — — — — — (540,607) (540,607) — (540,607) Balance at September 30, 2020 (Predecessor) 177,230 $ 1,336 38,859 $ (170,138) $ 2,140,364 $ (2,566,712) $ (595,150) $ — $ (595,150) The accompanying notes are an integral part of these condensed consolidated financial statements. 7

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EXTRACTION OIL & GAS, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1—Business and Organization Extraction Oil & Gas, Inc. (the “Company” or “Extraction” is an independent oil and gas company focused on the acquisition, development and production of oil, natural gas and natural gas liquids (“NGLs”) reserves in the Rocky Mountain region, primarily in the Wattenberg Field of the Denver-Julesburg Basin (the “DJ Basin”) of Colorado. As described below in the section titled “Voluntary Reorganization under Chapter 11 of the Bankruptcy Code,” during the second quarter of 2020, the Company filed for bankruptcy and, as a result, was delisted from the NASDAQ Global Select Market on June 25, 2020 and began trading on the Pink Open Market under the symbol “XOGAQ.” Also described below, on January 20, 2021, the Company emerged from bankruptcy as a reorganized entity and, as a result, was relisted on the NASDAQ Global Select Market on January 21, 2021 and began trading under the symbol “XOG.” To facilitate our financial statement presentations, the Company refers to the post-emergence reorganized company in these condensed consolidated financial statements and footnotes as the “Successor Company” for periods subsequent to January 20, 2021 and to the pre-emergence company as the “Predecessor Company” for periods on or prior to January 20, 2021. This delineation between Predecessor Company periods and Successor Company periods is shown in the condensed consolidated financial statements and certain tables within the footnotes to the condensed consolidated financial statements through the use of a black line, calling out the lack of comparability between periods. Civitas Resources, Inc. On November 1, 2021, Civitas Resources, Inc. (“Civitas”), a Delaware corporation formerly named Bonanza Creek Energy, Inc. (“Bonanza” or “Parent”), completed (i) its previously announced “merger of equals” with Extraction, pursuant to the terms of that certain agreement and plan of merger, dated as of May 9, 2021, by and among Parent, Raptor Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Extraction, and (ii) its previously announced acquisition of CPPIB Crestone Peak Resources America Inc., a Delaware corporation (“Crestone Peak”), pursuant to the terms of that certain agreement and plan of merger, dated as of June 6, 2021, by and among Parent, Raptor Condor Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Parent, Raptor Condor Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent, Crestone Peak Resources LP, Crestone Peak, Crestone Peak Resources Management LP and Extraction. On November 2, 2021, common stock of Parent, par value $0.01 per share (the “Parent Common Stock”) began trading on the New York Stock Exchange under the new name and new ticker symbol “CIVI.” As a result of the merger, various employees and executives of the Company were terminated as of November 1, 2021 or will be terminated after their respective transition period. The severance payments associated with these terminations will be paid during the fourth quarter of 2021 and beyond. Voluntary Reorganization under Chapter 11 of the Bankruptcy Code As previously disclosed, on June 14, 2020 (the “Petition Date”), Extraction and its wholly owned subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases (the “Chapter 11 Cases”) were jointly administered under the caption In re Extraction Oil & Gas., et al. Case No. 20-11548 (CSS). On July 30, 2020, the Debtors filed a proposed Plan of Reorganization (as amended, modified, or supplemented from time to time, the “Plan”) and related Disclosure Statement (as amended or modified, the “Disclosure Statement”) describing the Plan and the solicitation of votes to approve the same from certain of the Debtors’ creditors with respect to the Chapter 11 Cases. Subsequently on October 22, 2020 and November 5, 2020, the Debtors filed first and second amendments, respectively, to the Disclosure Statement. The hearing to consider approval of the Disclosure Statement was held on November 6, 2020. On November 6, 2020, the Bankruptcy Court approved the adequacy of the Disclosure Statement and the Debtors commenced a solicitation process to obtain votes on the Plan. The Plan was confirmed by order of the Bankruptcy Court on December 23, 2020 (the “Confirmation Order”). On January 20, 2021 (the “Emergence Date”), the Plan became effective in accordance with its terms and the Company emerged from the Chapter 11 Cases. 8

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Note 2—Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The financial statements included herein were prepared from the records of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the Securities and Exchange Commission rules and regulations for interim financial reporting. In the opinion of management, all adjustments, consisting primarily of normal recurring adjustments that are considered necessary for a fair statement of the unaudited condensed consolidated financial information, have been included. However, operating results for the period presented are not necessarily indicative of the results that may be expected for a full year. Interim condensed consolidated financial statements and the year-end balance sheets do not include all of the information and notes required by GAAP for audited annual consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”). Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 2—Basis of Presentation and Significant Accounting Policies to the Company’s consolidated financial statements in its Annual Report and are supplemented by the notes to the unaudited condensed consolidated financial statements in this quarterly report. As discussed in Note 3—Fresh Start Reporting, upon emergence from bankruptcy on January 20, 2021, the Company recorded its consolidated balance sheet accounts at fair value. The Predecessor Company applied Accounting Standards Codification (“ASC”) Topic 852—Reorganizations (“ASC 852”) in preparing the condensed consolidated financial statements. ASC 852 did not apply to the Successor Company. ASC 852 requires the financial statements, for periods subsequent to the Chapter 11 Cases’ filing date, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses incurred during the bankruptcy proceedings, including gain on settlement of debt and fresh-start valuations, are recorded as reorganization items, net. In addition, for periods after the Petition Date and through the Emergence Date, Predecessor Company pre-petition obligations that may have been impacted by the Chapter 11 process have been classified on the condensed consolidated balance sheets as “Liabilities Subject to Compromise.” These liabilities are reported at the amounts the Predecessor Company anticipated would be allowed by the Bankruptcy Court as of that balance sheet date, even if they may be settled for lesser amounts. See below for more information regarding reorganization items, net. GAAP requires certain additional reporting for financial statements prepared between the Petition Date and the Emergence Date, including: • Reclassification of pre-petition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured to a separate line item in the condensed consolidated balance sheets called “Liabilities Subject to Compromise”; and • Segregation of reorganization items, net as a separate line in the condensed consolidated statements of operations outside of income from continuing operations. Accounting policies for the balance sheet accounts listed below are disclosed in the Company’s Annual Report. As of the Effective Date, the amounts for these accounts have been recorded at fair value. After the effective date, the Company will continue to follow the accounting policies within its Annual Report. • Cash and Cash Equivalents • Accounts Receivable • Inventory, Prepaid Expenses and Other • Oil and Gas Properties • Other Property and Equipment • Debt Issuance Costs • Commodity Derivative Instruments • Intangible Assets • Asset Retirement Obligations 9

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Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assign, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre- petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Bankruptcy Claims The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by the bar date of August 14, 2020. As of November 1, 2021, the Debtors’ have received approximately 2,600 proofs of claim, primarily representing general unsecured claims, for an amount of approximately $5.8 billion. The Bankruptcy Court does not allow for claims that have been acknowledged as duplicates. Approximately 2,200 claims totaling approximately $4.2 billion have been withdrawn, disallowed or are pending approval to be disallowed. As of November 1, 2021, there are a total of approximately $53.0 million in remaining asserted claims in the bankruptcy. For the remaining claims, the Company is attempting to reach settlement with the claimants or has or is expected to object to the claims. Differences in amounts recorded and claims filed by creditors are currently being investigated and resolved, including through filing objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In light of the substantial number of claims filed, the claims resolution process may take considerable time to complete and is continuing even after the Debtors emerged from bankruptcy. Divestitures In April 2021, the Company completed the sale of certain non-operated producing properties for aggregate sales proceeds of approximately $15.2 million, subject to customary purchase price adjustments. No gain or loss was recognized. In conjunction with the April 2021 divestiture, the Company recorded a receivable of approximately $2.5 million in the condensed consolidated balance sheet as of September 30, 2021 for post-closing adjustments. The Company continues to explore divestitures as part of our ongoing initiative to divest non-strategic assets. Segments The Company has a single reportable segment. Recent Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU clarifies accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for the Company beginning January 1, 2022. Early adoption is permitted and amendments should be applied prospectively to modifications or exchanges occurring on the effective date of the amendments. The Company is evaluating the effect of adopting this guidance. Other than as disclosed in the Company’s Annual Report, there are no other accounting standards applicable to the Company as of September 30, 2021 and through November 12, 2021 that have been issued but not yet adopted by the Company that would have a material effect on the Company’s unaudited condensed consolidated financial statements and related disclosures. 10

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Note 3—Fresh Start Reporting Fresh Start Reporting In connection with the Company’s emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and applied fresh start reporting on the Emergence Date. The Company was required to apply fresh start reporting due to the fact that (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company, and (ii) the reorganization value (defined below) of the Company’s assets immediately prior to confirmation of the Plan of $1.4 billion was less than the $2.9 billion of post-petition liabilities and allowed claims. As a result of the Company qualifying for fresh start reporting, a new reporting entity was considered to have been created; as a result and in accordance with ASC 852, the Company allocated the reorganization value of the Company to its individual assets, including property, plant and equipment, based on their estimated fair values in conformity with ASC Topic 820–Fair Value Measurement (“ASC 820”) and ASC Topic 805–Business Combinations (“ASC 805”). As such, the condensed consolidated financial statements after January 20, 2021 are not comparable with the condensed consolidated financial statements as of or prior to that date. Reorganization Value Reorganization value represents the fair value of the Successor Company’s assets before considering certain liabilities and is intended to represent the approximate amount a willing buyer would pay for the Company’s assets immediately after reorganization. Reorganization value is derived from an estimate of enterprise value, or fair value of the Company’s interest-bearing debt and stockholders’ equity. As set forth in the Plan and related disclosure statement, the enterprise value of the Successor Company was estimated to be between $875.0 million to $1.275 billion. On the Emergence Date, the Successor Company’s estimated enterprise value was $1.052 billion before the consideration of cash and cash equivalents on hand, which falls slightly below the midpoint of this range. The enterprise value was derived from an independent valuation using an income approach to derive the fair value of the Company’s assets as of the Emergence Date. On the Emergence Date, pursuant to the terms of the Plan, the Successor Company entered into a $1.0 billion reserve-based credit agreement with an initial borrowing base of $500.0 million. Please see Note 4—Long- Term Debt for discussion of the Successor Company’s debt. The Company’s principal assets are its oil and natural gas properties. The fair value of proved reserves was estimated using a discounted cash flows approach, which was based on the anticipated future cash flows associated with those proved reserves, risked by reserve category and discounted using a weighted average cost of capital rate of 11.0%. The proved reserve locations included in this analysis were limited to wells included in the Company's five-year development plan. Future prices were based on forward strip price curves (adjusted for basis differentials). The fair value of the Company’s unproved reserves was estimated using a discounted cash flows approach. See further discussion below in the section titled “Fresh Start Adjustments.” 11

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The following table reconciles the Company’s enterprise value to the implied value of Successor equity as of January 20, 2021 (in thousands, except per share data): Successor January 20, 2021 Enterprise value $ 1,052,000 Plus: Cash and cash equivalents 71,793 Plus: General unsecured claims to be satisfied through issuance of equity after Emergence 16,127 Less: Working capital adjustment(1) (333,938) Less: Interest bearing liabilities (265,000) Less: Fair value of warrants(2) (20,403) Implied value of Successor equity after satisfaction of general unsecured claims after Emergence $ 520,579 Less: General unsecured claims to be satisfied through issuance of equity after Emergence (16,127) Implied value of Successor equity as of January 20, 2021 $ 504,452 Common shares of Successor equity as of January 20, 2021 24,729,681 Implied value per common share as of January 20, 2021 $ 20.41 _______________ (1) Represents current assets without cash and cash equivalents and restricted cash, current liabilities without asset retirement obligations and the current liability related to the professional fee escrow accrual in “Accounts payable and accrued liabilities,” other non-current liabilities, non- current production taxes, and the working capital deficit adjustment of approximately $23.9 million utilized by the valuation specialist to determine enterprise value for the Plan. This adjustment considers the impact of liabilities in excess of normalized working capital to the enterprise value for purposes of calculating implied Successor equity. (2) Warrants were considered as part of equity on the condensed consolidated balance sheet but are broken out separately here for presentation and disclosure purposes. The following table reconciles the Company’s enterprise value to its reorganization value as of January 20, 2021 (in thousands): Successor January 20, 2021 Enterprise value $ 1,052,000 Plus: Normalized working capital liabilities(1) 176,976 Plus: Asset retirement obligations, current and non-current 87,199 Plus: Cash and cash equivalents 71,793 Reorganization value $ 1,387,968 _______________ (1) Relates to normalized working capital liabilities in the Predecessor ending balance sheet. Although the Company believes the assumptions and estimates used to develop enterprise value and reorganization value are reasonable and appropriate, different assumptions and estimates could materially impact the analysis and resulting conclusions. The assumptions used in estimating these values are inherently uncertain and require judgment. See below in the section titled “Fresh Start Adjustments” for additional information regarding assumptions used in the valuation of the Company’s significant assets and liabilities. Condensed Consolidated Balance Sheet at the Emergence Date (in thousands) The adjustments set forth in the following condensed consolidated balance sheet as of January 20, 2021 reflect the consummation of transactions contemplated by the Plan (the “Reorganization Adjustments”) and the fair value adjustments as a result of applying fresh start reporting (the “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the corresponding assets or liabilities, as well as significant assumptions. 12

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Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current Assets: Cash and cash equivalents $ 246,952 $ (175,159) (a) $ — $ 71,793 Restricted cash — 38,869 (b) — 38,869 Accounts receivable, net Trade 12,500 — — 12,500 Oil, natural gas and NGL sales 64,698 — — 64,698 Inventory, prepaid expenses and other 33,524 — 3,470 (r) 36,994 Commodity derivative asset — — — — Total Current Assets 357,674 (136,290) 3,470 224,854 Property and Equipment (successful efforts method), at cost: Proved oil and gas properties 4,746,225 — (3,800,981) (s) 945,244 Unproved oil and gas properties 221,247 — (75,647) (s) 145,600 Wells in progress 136,247 — (136,247) (s) — Less: accumulated depletion, depreciation, amortization and impairment charges (3,475,279) — 3,475,279 (s) — Net oil and gas properties 1,628,440 — (537,596) 1,090,844 Other property and equipment, net of accumulated depreciation and impairment charges 56,455 — 350 (t) 56,805 Net Property and Equipment 1,684,895 — (537,246) 1,147,649 Non-Current Assets: Commodity derivative asset 134 — — 134 Other non-current assets 9,003 6,328 (c) — 15,331 Total Non-Current Assets 9,137 6,328 — 15,465 Total Assets $ 2,051,706 $ (129,962) $ (533,776) $ 1,387,968 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 93,036 $ 58,792 (d) $ 3,469 (r) $ 155,297 Revenue payable 68,003 59,750 (e) — 127,753 Production taxes payable 3,284 132,255 (f) — 135,539 Commodity derivative liability 7,897 — — 7,897 Accrued interest payable 2,236 (2,236) (g) — — Asset retirement obligations — 13,937 (h) (478) (u) 13,459 DIP Credit Facility 106,727 (106,727) (i) — — Prior Credit Facility 453,872 (453,872) (i) — — Total Current Liabilities 735,055 (298,101) 2,991 439,945 Non-Current Liabilities: RBL Credit Facility — 265,000 (j) — 265,000 Production taxes payable 38,716 22,405 (f) — 61,121 Other non-current liabilities — 23,307 (k) — 23,307 Asset retirement obligations — 80,620 (h) (6,880) (u) 73,740 Deferred tax liability — — — — Total Non-Current Liabilities 38,716 391,332 (6,880) 423,168 Liabilities Subject to Compromise 2,135,808 (2,135,808) (l) — — Total Liabilities 2,909,579 (2,042,577) (3,889) 863,113 Commitments and Contingencies Series A Convertible Preferred Stock 192,172 (192,172) (m) — — Stockholders' Equity (Deficit): Predecessor common stock 1,336 (1,336) (n) — — Predecessor treasury stock (170,138) 170,138 (o) — — Predecessor additional paid-in capital 2,140,383 (2,140,383) (n)(o) — — Successor common stock — 247 (p) — 247 Successor warrants — 20,403 (p) — 20,403 Successor additional paid-in capital — 504,205 (p) — 504,205 Accumulated deficit (3,021,626) 3,551,513 (q) (529,887) (v) — Total Stockholders' Equity (Deficit) (1,050,045) 2,104,787 (529,887) 524,855 Total Liabilities and Stockholders' Equity (Deficit) $ 2,051,706 $ (129,962) $ (533,776) $ 1,387,968 13

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Reorganization Adjustments (a) The table below reflects the sources and uses of cash and cash equivalents on the Emergence Date pursuant to the terms of the Plan (in thousands): Sources: Total cash received from the RBL Credit Facility $ 265,000 Total proceeds from backstopped rights offering 200,255 Total proceeds from the general unsecured claims rights offering 218 Total sources of cash 465,473 Uses: Payment of DIP Credit Facility, Prior Credit Facility, and related interest (562,834) Funding of the professional fee escrow account (38,869) Payment of prepetition taxes classified as liabilities subject to compromise (21,532) Payment of debt issuance cost associated with the RBL Credit Facility (6,329) Payment of contract cure costs classified as liabilities subject to compromise (5,374) Payments to professionals at emergence (5,102) Payment of the general unsecured claim cash out election for claims classified as liabilities subject to compromise (592) Total uses of cash (640,632) Net uses of cash $ (175,159) (b) Represents the funding of the professional fee escrow account. (c) Represents $6.3 million of financing costs related to the RBL Credit Facility, which were capitalized as debt issuance costs and will be amortized straight-line to interest expense through the maturity date of July 20, 2024. (d) Represents amounts shown in “Accounts payable and accrued liabilities” as reorganization adjustments (in thousands): Reinstatements from liabilities subject to compromise: Accounts payable and accrued liabilities $ 29,752 Current portion of a settlement liability 17,700 General unsecured claims to be satisfied through issuance of equity after Emergence 16,127 Other general unsecured claims to be satisfied after Emergence 8,746 Other adjustments: Success fees 20,800 Backstop Commitment Agreement premium satisfied in common shares at Emergence (29,231) Professional fees paid at Emergence (5,102) Total accounts payable and accrued liabilities reorganization adjustments $ 58,792 (e) Represents revenue payables formerly in “Liabilities Subject to Compromise” that have been reinstated at emergence and will be paid out subsequent to emergence. (f) Represents production taxes payable formerly in “Liabilities Subject to Compromise” that have been reinstated at emergence and will be paid out subsequent to emergence. 14

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(g) Represents the satisfaction upon emergence of the Predecessor Company’s accrued interest payable for the Prior Credit Facility and DIP Credit Facility. (h) Represents $13.9 million and $80.6 million of the current and non-current portions of asset retirement obligations, respectively, formerly in “Liabilities Subject to Compromise” that have been reinstated at emergence. (i) Reflects the payment in full of the borrowings outstanding under the Prior Credit Facility and DIP Credit Facility. (j) Reflects borrowings drawn under the RBL Credit Facility upon emergence. (k) Represents $19.3 million of the non-current portion of a settlement liability and $4.0 million of other non-current liabilities formerly in “Liabilities Subject to Compromise” that have been reinstated at emergence and will be paid out subsequent to emergence. (l) As part of the Plan, the Bankruptcy Court approved the settlement of certain claims reported within “Liabilities Subject to Compromise” in the Company's consolidated balance sheet at their respective allowed claim amounts. The table below indicates the reinstatement or disposition of liabilities subject to compromise (in thousands): Liabilities subject to compromise pre-emergence $ 2,135,808 Amounts reinstated on the Emergence Date: Production taxes payable (154,660) Asset retirement obligations (94,557) Revenue payable (59,750) Accounts payable and accrued liabilities (72,860) Other non-current liabilities (23,307) Total liabilities reinstated (405,134) Consideration provided to settle liabilities subject to compromise per the Plan Issuance of Successor equity associated with the participation in the backstopped and general unsecured rights offerings (251,795) Less proceeds from issuance of Successor equity associated with the backstopped and general unsecured rights offerings 200,473 Issuance of Successor equity to 2024 and 2026 Senior Notes holders, incremental to the backstopped and general unsecured rights offerings, and backstop commitment premium (156,889) Issuance of Successor equity to general unsecured claim holders, incremental to the backstopped and general unsecured rights offerings, and backstop commitment premium (64,857) Cash payment in settlement of claims and other (27,498) Total consideration provided to settle liabilities subject to compromise per the Plan (300,566) Gain on settlement of liabilities subject to compromise $ 1,430,108 (m) Pursuant to the terms of the Plan, on the Emergence Date, all Predecessor preferred stock interests were cancelled. (n) Pursuant to the terms of the Plan, on the Emergence Date, all Predecessor common stock interests were cancelled. (o) Pursuant to the terms of the Plan, on the Emergence Date, all Predecessor treasury stock interests were cancelled. (p) Reflects the issuance of Successor equity, including the issuance of 24,729,681 shares of common stock at a par value of $0.01 per share and warrants to purchase 4,358,369 shares of common stock in exchange for claims against or interests in the Debtors pursuant to the Plan. Equity issued is detailed in the table below (in thousands): 15

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Issuance of Successor equity associated with the participation in the backstopped and general unsecured claims rights offerings $ 251,795 Issuance of Successor equity associated with the backstop commitment premium 23,584 Issuance of Successor equity to 2024 and 2026 Senior Notes holders, incremental to the backstopped and general unsecured rights offerings, and backstop commitment premium 156,889 Issuance of Successor equity to general unsecured claims holders, incremental to the backstopped and general unsecured rights offerings, and backstop commitment premium 64,857 Fair value of warrants (Tranche A and B) to Predecessor common and preferred stockholders 20,403 Issuance of Successor equity to Predecessor common stockholders 3,664 Issuance of Successor equity to Predecessor preferred stockholders 3,663 Total Successor equity as of January 20, 2021 $ 524,855 (q) The table below reflects the cumulative net impact of the effects on accumulated deficit (in thousands): Reorganization items, net: Gain on settlement of liabilities subject to compromise $ (1,430,108) Adjustment to Backstop Commitment Agreement premium (5,365) Acceleration of unvested stock compensation 3,468 Success fees 20,800 Impact on reorganization items, net (1,411,205) Cancellation of Predecessor equity (2,140,308) Net impact on accumulated (deficit) $ (3,551,513) 16

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Fresh Start Adjustments (r) Reflects the adjustment to fair value of the Company's line fill inventory based on market prices as of the Emergence Date. (s) Reflects the adjustments to fair value of the Company's oil and natural gas properties, proved and unproved, as well as the elimination of wells in progress and accumulated depletion, depreciation and amortization. For purposes of estimating the fair value of the Company's proved oil and gas properties, a discounted cash flows approach was used that estimated the fair value based on the anticipated future cash flows associated with the Company's proved reserves, risked by reserve category and discounted using a weighted average cost of capital rate of 11.0%. The proved reserve locations included in this analysis were limited to wells included in the Company's five-year development plan. Future prices for the income approach were based on forward strip price curves (adjusted for basis differentials) as of the Emergence Date. In estimating the fair value of the Company's unproved properties, a discounted cash flows approach was used. The approach utilized for proved properties was also consistently utilized for properties that had positive future cash flows associated with reserve locations that did not qualify as proved reserves. (t) Reflects the fair value adjustment to recognize the Company’s land as of the Emergence Date based on assessed values provided to management by a licensed appraiser. The appraisals utilized the market approach for comparable properties, where there was market comparable data available or the appraiser’s knowledge of the market and the property, to provide an estimated market value where market comparable data was not available. (u) Reflects the adjustment to fair value of the Company's asset retirement obligations including using a credit-adjusted risk-free rate as of the Emergence Date. (v) Reflects the net cumulative impact of the fresh start adjustments on accumulated deficit. Reorganization Items, Net Any expenses, gains and losses that were realized or incurred between the Petition Date and the Emergence Date and as a direct result of the Chapter 11 Cases were recorded in reorganization items, net in the Company’s consolidated statements of operations. The following table summarizes the components of reorganization items, net for the periods presented (in thousands): Predecessor For the Period from January 1 through January 20, 2021 Gain on settlement of liabilities subject to compromise $ 1,430,108 Adjustment to Backstop Commitment Agreement premium 5,365 Acceleration of unvested stock compensation (3,468) Professional fees (7,410) Success fees (20,800) Fresh start valuation adjustment (529,887) Total reorganization items, net $ 873,908 17

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Note 4—Long-Term Debt The Company’s long-term debt consisted of the following (in thousands): Successor Predecessor September 30, 2021 December 31, 2020 RBL Credit Facility $ — $ — DIP Credit Facility — 106,727 Prior Credit Facility — 453,747 2024 Senior Notes — 400,000 2026 Senior Notes — 700,189 Total principal — 1,660,663 Unamortized debt issuance costs(1) — — Total debt, prior to reclassification to “Liabilities Subject to Compromise” — 1,660,663 Less amounts reclassified to “Liabilities Subject to Compromise”(2) — (1,100,189) Total debt not subject to compromise(3) — 560,474 Less current portion of long-term debt — (560,474) Total long-term debt $ — $ — _______________ (1) As a result of the Chapter 11 Cases and the adoption of ASC 852, the Company wrote off all unamortized debt issuance cost balances to reorganization items, net in the consolidated statements of operations during the year ended December 31, 2020. (2) As of December 31, 2020, amounts reclassified to “Liabilities Subject to Compromise” included the principal balances of the Predecessor Company’s 2024 and 2026 Senior Notes. (3) Total debt not subject to compromise includes all borrowings outstanding under the Prior Credit Facility and DIP Credit Facility. RBL Credit Facility On the Emergence Date, pursuant to the terms of the Plan, the Successor Company entered into a $1.0 billion reserve-based credit agreement (“RBL Credit Agreement”) with Wells Fargo Bank, National Association (“RBL Credit Facility”) with an initial borrowing base of $500.0 million. The borrowing base is redetermined semiannually on or around May 1 and November 1 of each year, with one interim “wildcard” redetermination available to each of the Successor Company and its administrative agent between scheduled redeterminations during any 12-month period. On May 6, 2021, the Successor Company’s borrowing base was reaffirmed at $500.0 million. Due to the merger discussed in Note 1—Business and Organization—Civitas Resources, Inc., the Company’s borrowing base was not redetermined as the administrative agent for Civitas began administering the RBL Credit Facility. As of November 12, 2021, the Successor Company had nothing drawn on the RBL Credit Facility. Total funds available for borrowing under the Successor Company’s RBL Credit Facility, after giving effect to an aggregate of $1.3 million of undrawn letters of credit, were $498.7 million as of November 12, 2021. The RBL Credit Facility provides for a $50.0 million sub-limit of the aggregate commitments that is available for the issuance of letters of credit. The RBL Credit Facility bears interest either at a rate equal to (i) LIBOR plus an applicable margin that varies from 3.00% to 4.00% per annum, or (ii) a base rate plus an applicable margin that varies from 2.00% to 3.00% per annum. The RBL Credit Facility matures on July 20, 2024. The grid below shows the base rate margin and Eurodollar margin depending on the applicable borrowing base utilization percentage as of November 12, 2021: 18

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RBL Credit Facility Borrowing Base Utilization Grid Base Rate Eurodollar Commitment Borrowing Base Utilization Percentage Utilization Margin Margin Fee Rate Level 1 <25% 2.00 % 3.00 % 0.50 % Level 2 ≥ 25% < 50% 2.25 % 3.25 % 0.50 % Level 3 ≥ 50% < 75% 2.50 % 3.50 % 0.50 % Level 4 ≥ 75% < 90% 2.75 % 3.75 % 0.50 % Level 5 ≥90% 3.00 % 4.00 % 0.50 % The RBL Credit Facility requires the Successor Company to maintain (i) a consolidated net leverage ratio of less than or equal to 3.00 to 1.00, and (ii) a consolidated current ratio of greater than or equal to 1.00 to 1.00. Per the RBL Credit Agreement, for the purpose of calculating the current ratio for fiscal quarters ending March 31, 2021 and June 30, 2021, all ad valorem, severance or tax liabilities can be excluded from current liabilities in the calculation of the current ratio. The Successor Company is required to pay a commitment fee of 0.50% per annum on the actual daily unused portion of the current aggregate commitments under the RBL Credit Facility. The Successor Company is also required to pay customary letter of credit and fronting fees. The RBL Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments, and other customary covenants. Additionally, the RBL Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If the Successor Company does not comply with the financial and other covenants in the RBL Credit Agreement, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the RBL Credit Agreement and any outstanding unfunded commitments may be terminated. Prior Credit Facility, DIP Credit Facility, 2024 Senior Notes and 2026 Senior Notes Information pertaining to these debt facilities can be found in the Company’s Annual Report. The Company’s obligations under its Prior Credit Facility, DIP Credit Facility, 2024 Senior Notes and 2026 Senior Notes were settled at the Effective Date. Debt Issuance Costs Successor Company debt issuance costs include origination, legal and other fees incurred in connection with the Successor Company’s RBL Credit Facility. As of September 30, 2021, the Successor Company had debt issuance costs, net of accumulated amortization, of $5.0 million, which has been reflected on the Successor Company's condensed consolidated balance sheets within the line item “Other non-current assets.” For the period from January 1, 2021 to January 20, 2021, the Predecessor Company recorded amortization expense related to debt issuance costs of $0.1 million. For the three months ended September 30, 2021 and for the period from January 21, 2021 to September 30, 2021, the Successor Company recorded amortization expense related to debt issuance costs of $0.5 million and $1.4 million, respectively. For the three and nine months ended September 30, 2020, the Predecessor Company recorded amortization expense related to debt issuance costs of $0.2 million and $3.3 million, respectively. Predecessor Company debt issuance costs include origination, legal and other fees incurred in connection with the Predecessor Company’s Prior Credit Facility, DIP Credit Facility, 2024 Senior Notes and 2026 Senior Notes. As a result of the bankruptcy, the Company wrote off $13.5 million in unamortized debt issuance costs on the 2024 and 2026 Senior Notes to reorganization items, net in the condensed consolidated statements of operations for the nine months ended September 30, 2020. 19

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Interest Incurred on Long-Term Debt For the period from January 1, 2021 to January 20, 2021, the Predecessor Company incurred interest expense on long-term debt of $1.5 million and capitalized interest expense on long-term debt of $0.1 million. For the three months ended September 30, 2021, the Successor Company incurred interest expense on long-term debt of $1.1 million and capitalized interest expense on long-term debt of $0.1 million. For the period from January 21, 2021 to September 30, 2021, the Successor Company incurred interest expense on long-term debt of $5.6 million and capitalized interest expense on long-term debt of $0.3 million. For the three and nine months ended September 30, 2020, the Predecessor Company incurred interest expense on long-term debt of $8.1 million and $50.6 million, respectively. Absent the automatic stay, interest expense for the three and nine months ended September 30, 2020 would have been $24.6 million and $69.2 million, respectively. For the three and nine months ended September 30, 2020, the Predecessor Company capitalized interest expense on long-term debt of $0.9 million and $4.9 million, respectively. Note 5—Commodity Derivative Instruments The Company’s net open commodity derivative contracts by quarter as of September 30, 2021 are summarized below: 12/31/2021 3/31/2022 6/30/2022 9/30/2022 12/31/2022 3/31/2023 NYMEX WTI Crude Swaps: Notional volume (Bbl) 1,041,000 828,000 — — — — Weighted average fixed price ($/Bbl) $ 50.01 $ 50.05 $ — $ — $ — $ — NYMEX WTI Crude Purchased Puts: Notional volume (Bbl) — 828,000 345,839 320,247 297,903 94,820 Weighted average purchased put price ($/Bbl) $ — $ 50.00 $ 40.00 $ 40.00 $ 40.00 $ 40.00 NYMEX WTI Crude Sold Calls: Notional volume (Bbl) — 828,000 345,839 320,247 297,903 94,820 Weighted average sold call price ($/Bbl) $ — $ 60.00 $ 72.70 $ 72.70 $ 72.70 $ 72.70 NYMEX HH Natural Gas Swaps: Notional volume (MMBtu) 7,904,240 6,468,277 — — — — Weighted average fixed price ($/MMBtu) $ 2.93 $ 3.00 $ — $ — $ — $ — NYMEX HH Natural Gas Purchased Puts: Notional volume (MMBtu) — — 5,494,135 5,374,602 5,237,469 797,160 Weighted average purchased put price ($/MMBtu) $ — $ — $ 2.50 $ 2.51 $ 2.53 $ 2.00 NYMEX HH Natural Gas Sold Calls: Notional volume (MMBtu) — — 5,494,135 5,374,602 5,237,469 797,160 Weighted average sold call price ($/MMBtu) $ — $ — $ 3.50 $ 3.51 $ 3.51 $ 3.25 20

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The following tables detail the fair value of the Company’s derivative instruments, including the gross amounts and adjustments made to net the derivative instruments for the presentation in the condensed consolidated balance sheets (in thousands): Location on Balance Sheet Gross Amounts of Recognized Assets and Liabilities Gross Amounts Offsets in the Balance Sheet(1) Net Amounts of Assets and Liabilities Presented in the Balance Sheet Gross Amounts not Offset in the Balance Sheet(2) Net Amounts(3) Successor as of September 30, 2021 Current assets $ 22,372 $ (22,372) $ — $ — $ — Non-current assets 1,203 (1,203) — — — Current liabilities (116,076) 22,372 (93,704) — (100,478) Non-current liabilities (7,977) 1,203 (6,774) — — Predecessor as of December 31, 2020 Current assets $ 8,372 $ (1,401) $ 6,971 $ — $ 6,971 Non-current assets — — — — — Current liabilities (3,548) 1,401 (2,147) — (2,147) Non-current liabilities — — — — — _______________ (1) Agreements are in place that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements. (2) Netting for balance sheet presentation is performed by current and non-current classification. This adjustment represents amounts subject to an enforceable master netting arrangement, which are not netted on the condensed consolidated balance sheets. There are no amounts of related financial collateral received or pledged. (3) Net amounts are not split by current and non-current. All counterparties in a net asset position are shown in the current asset line, and all counterparties in a net liability position are shown in the current liability line item. Commodity derivatives gain (loss) are included in the Other income (expense) section of the condensed consolidated statements of operations. The table below sets forth the commodity derivatives gain (loss) for the periods presented (in thousands). Successor Predecessor For the Three Months Ended September 30, For the Three Months Ended September 30, 2021 2020 Commodity derivative loss $ (51,481) $ (9,673) Successor Predecessor For the Period from January 21 through September 30, For the Period from January 1 through January 20, For the Nine Months Ended September 30, 2021 2021 2020 Commodity derivative gain (loss) $ (155,806) $ (12,586) $ 184,041 21

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Note 6—Asset Retirement Obligations The Company’s asset retirement obligations (“ARO”) represent the present value of estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration in accordance with applicable local, state and federal laws. The current and non-current portions as of December 31, 2020 (Predecessor) were $14.3 million and $80.5 million, respectively, and have been included in “Liabilities Subject to Compromise” in the condensed consolidated balance sheets as of that balance sheet date. The following table provides a reconciliation of the Company’s ARO for the periods presented (in thousands): Asset retirement obligations at December 31, 2020 (Predecessor) $ 94,769 Liabilities settled (545) Accretion expense 333 Asset retirement obligations at January 20, 2021 (Predecessor) 94,557 Fresh start adjustment(1) (7,358) Asset retirement obligations at January 20, 2021 (Predecessor) 87,199 Asset retirement obligations at January 21, 2021 (Successor) 87,199 Liabilities incurred or acquired 166 Liabilities settled (5,440) Revisions in estimated cash flows 802 Accretion expense 5,000 Asset retirement obligations at September 30, 2021 (Successor) $ 87,727 _______________ (1) Refer to Note 3—Fresh Start Reporting for more information on fresh start adjustments. Note 7—Fair Value Measurements The following table (in thousands) presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy: Successor Predecessor Fair Value Measurement at September 30, 2021 Fair Value Measurement at December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Commodity derivative assets $ — $ — $ — $ — $ — $ 6,971 $ — $ 6,971 Commodity derivative liabilities — 100,478 — 100,478 — 2,147 — 2,147 The following table (in thousands) presents the fair value of the Company’s financial instruments and carrying value. This table does not impact the Company's financial position, results of operations or cash flows. Successor Predecessor At September 30, 2021 At December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value RBL Credit Facility $ — $ — $ — $ — Prior Credit Facility — — 453,747 453,747 DIP Credit Facility — — 106,727 106,727 2024 Senior Notes — — 400,000 70,732 2026 Senior Notes — — 700,189 123,408 22

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Non-Recurring Fair Value Measurements The Company utilizes fair value on a non-recurring basis to review its proved oil and gas properties for potential impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such property. The Company uses an income approach analysis based on the net discounted future cash flows of producing property. The future cash flows are based on management’s estimates for the future. The unobservable inputs listed below are Level 3 inputs within the fair value hierarchy and include: • estimates of oil and gas production, as the case may be, from the Company’s reserve reports; • commodity prices based on the sales contract terms and forward price curves; • operating and development costs; and, • a discount rate based on a market-based weighted average cost of capital. For both the periods from January 1, 2021 to January 20, 2021 and January 21, 2021 to September 30, 2021, the Company recognized no impairment expense on their proved oil and gas properties. For the three months ended September 30, 2020, the Predecessor Company recognized no impairment expense on its proved oil and gas properties. For the nine months ended September 30, 2020, the Predecessor Company recognized $1.6 million in impairment expense on its proved oil and gas properties related to impairment of assets in its northern field as the fair value did not exceed the Predecessor Company's carrying amount associated with its proved oil and gas properties in its northern field. See Note 3—Fresh Start Reporting for discussion of the revaluation of the Company’s oil and gas properties upon emergence from bankruptcy. Note 8—Income Taxes The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgements including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, and additional information becomes known or as the tax environment changes. The effective combined U.S. federal and state income tax rate for the following periods were as follows: • For the period from January 1, 2021 to January 20, 2021: zero • For the three months ended September 30, 2021: 19.83% • For the period from January 21, 2021 to September 30, 2021: 19.87% • For the three months ended September 30, 2020: zero • For the nine months ended September 30, 2020: (0.27)% The effective rate differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income due to (i) the effect of a full valuation allowance in effect at September 30, 2021, and (ii) the effects of state taxes, permanent taxable differences, and income attributable to non-controlling interest for the nine months ended September 30, 2020. Net tax expense for the period January 1, 2021 to January 20, 2021 was reduced to zero due to the valuation allowance. Current tax expense for the period January 21, 2021 to September 30, 2021 was $44.1 million primarily as a result of net operating loss (“NOL”) carryovers limited under Section 382 of the Internal Revenue Service Code of 1986, as amended (“IRC”) due to the change in control as referenced in Note 3—Fresh Start Reporting. As described in Note 1—Business and Organization—Voluntary Reorganization under Chapter 11 of the Bankruptcy Code in the Company’s filed Form 10-Q from the first quarter of 2021, in accordance with the Plan, the Company’s 2024 and 2026 Senior Notes were canceled and exchanged for New Common Stock. Absent an exception, a 23

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debtor recognizes cancellation of indebtedness income (“CODI”) upon discharge of its outstanding indebtedness for an amount of consideration that is less than its adjusted issue price. The Internal Revenue Code (“IRC”) provides that a debtor in a Chapter 11 bankruptcy case may exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of any CODI realized as a result of the consummation of a plan of reorganization. The amount of CODI realized by a taxpayer is determined based on the fair market value of the consideration received by the creditors in settlement of outstanding indebtedness. Upon emergence from Chapter 11 bankruptcy proceedings, the CODI may reduce some or all of the amount of prior tax attributes, which can include net operating losses, capital losses, alternative minimum tax credits and tax basis in assets. The actual reduction in tax attributes does not occur until January 1, 2022. The Company has evaluated the impact of the reorganization, including the change in control, resulting from its emergence from bankruptcy. From an income tax perspective, the most significant impact is attributable to our carryover tax attributes associated with our net operating losses. On the date of emergence, the estimated NOL was approximately $1.3 billion. The Company believes that the Successor Company will be able to fully absorb the cancellation of debt income realized by the Predecessor Company in connection with the reorganization with its adjusted NOL carryovers. The amount of the remaining NOL carryovers will be limited under Section 382 of the IRC due to the change in control as referenced in Note 3—Fresh Start Reporting. As the tax basis of the Company's assets, primarily our oil and gas properties, is in excess of the carrying value, as adjusted in the fresh-start accounting process, the Successor Company is in a net deferred tax asset position. Per authoritative guidance, historical results along with expected market conditions known on the date of measurement, it is more likely than not that the Company will not realize future income tax benefits from the additional tax basis and its remaining NOL carryovers. This is periodically reassessed and could change. Accordingly, the Company has provided for a full valuation allowance of the underlying deferred tax assets. Note 9—Stock-Based Compensation 2021 Long-Term Incentive Plan On January 20, 2021, as part of the emergence from bankruptcy, the Board adopted the Extraction 2021 Long- Term Incentive Plan (the “2021 LTIP”) with a share reserve equal to 3,038,657 shares of New Common Stock. The 2021 LTIP provides for the grant of restricted stock units, restricted stock awards, stock options, stock appreciation rights, performance awards and cash awards to the Company’s employees and non-employee Board members. At emergence, the Successor Company granted awards under the 2021 LTIP to its directors, officers and employees, including restricted stock units, performance stock units and deferred stock units. Raptor Eagle Merger Sub, Inc. merged with and into Extraction on November 1, 2021 with Extraction surviving, as disclosed in Note 1— Business and Organization — Civitas Resources, Inc. As a result of this merger, Extraction became a wholly owned subsidiary of Bonanza Creek Energy, Inc., which subsequently changed its name to Civitas Resources, Inc. As part of the merger, Extraction’s 2021 LTIP was assumed by Civitas. Outstanding awards under the 2021 LTIP were also assumed and continue to be outstanding and will vest pursuant to their original terms; however, awards held by individuals terminated as part of the merger vested at the time of their termination. Each share of Extraction’s New Common Stock issued and outstanding as of immediately prior to the November 1, 2021, was converted into the right to receive 1.1711 shares of Bonanza’s common stock for each share of Extraction New Common Stock, with cash paid in lieu of the issuance of fractional shares, if any. Each holder of Extraction New Common Stock received a total dividend equalization payment, as part of the merger consideration, of approximately 0.0172 shares of Bonanza’s common stock per share of Extraction New Common Stock related to Bonanza’s June 30, 2021 and September 30, 2021 dividends, with cash paid in lieu of the issuance of fractional shares, if any. 2016 Long-Term Incentive Plan In October 2016, the Predecessor Company’s Board adopted the Extraction 2016 Long-Term Incentive Plan (the “2016 LTIP”), pursuant to which employees, consultants, and directors of the Predecessor Company and its affiliates performing services for the Predecessor Company were eligible to receive awards. The 2016 LTIP provided for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards, and performance awards intended to align the interests of participants with those of stockholders. In May 2019, the Predecessor Company’s stockholders approved the amendment and restatement of the 2016 LTIP. The amended and restated 2016 LTIP provided a total reserve of 32.2 24

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million shares of the Predecessor Common Stock for issuance pursuant to awards under the 2016 LTIP. Extraction granted awards under the 2016 LTIP to certain directors, officers and employees, including stock options, restricted stock units, performance stock awards, performance stock units, performance cash awards and cash awards. Effective January 20, 2021, as part of the emergence from bankruptcy, the 2016 LTIP was terminated and no longer in effect and all outstanding awards were cancelled. Successor Company Restricted Stock Units (“RSUs”) RSUs issued under the 2021 LTIP generally vest over either a one or three-year service period, with either 100% vesting in year one or one-third, one-third and one-third of the units vesting in years one, two and three, respectively. Grant date fair value was determined based on the value of the Successor Company’s New Common Stock pursuant to the terms of the 2021 LTIP. The Successor Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost. The Successor Company recorded $1.7 million and $4.8 million of stock-based compensation costs related to Successor Company RSUs for the three months ended September 30, 2021 and for the period from January 21, 2021 through September 30, 2021, respectively. These costs were included in the condensed consolidated statements of operations within the “General and administrative expense” line item. As of September 30, 2021, there was $3.2 million of total unrecognized compensation cost related to the unvested Successor Company RSUs granted to certain directors, officers and employees that is expected to be recognized over a weighted average period of 0.7 years. The following table summarizes the Successor Company’s RSU activity for the period shown and provides information for the Successor Company’s RSUs outstanding at the dates indicated. Number of Shares Weighted Average Grant Date Fair Value Non-vested Successor Company RSUs at January 21, 2021 — $ — Granted 394,795 20.46 Forfeited (6,799) 20.41 Vested — — Non-vested Successor Company RSUs at September 30, 2021 387,996 $ 20.46 Predecessor Company RSUs RSUs issued under the 2016 LTIP generally vested over either a one or three-year service period, with either 100% vesting in year one or 25%, 25% and 50% of the units vesting in years one, two and three, respectively. Grant date fair value was determined based on the value of the Predecessor Common Stock pursuant to the terms of the 2016 LTIP. The Predecessor Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost. The Predecessor Company recorded $0.2 million of stock-based compensation costs related to Predecessor Company RSUs for the period from January 1, 2021 through January 20, 2021, as compared to $1.0 million and $3.4 million for the three and nine months ended September 30, 2020, respectively. These costs were included in the condensed consolidated statements of operations within the “General and administrative expense” line item. The following table summarizes the Predecessor Company’s RSU activity for the period shown and provides information for the Predecessor Company’s RSUs outstanding at the dates indicated. Number of Shares Weighted Average Grant Date Fair Value Non-vested Predecessor Company RSUs at January 1, 2021 1,185,351 $ 6.99 Vested (4,500) 8.70 Cancelled at emergence from bankruptcy (1,180,851) 6.98 Non-vested Predecessor Company RSUs at January 20, 2021 — $ — 25

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Successor Company Performance Unit Awards (“PSUs”) Upon emergence from bankruptcy on January 20, 2021, the Successor Company granted PSUs to certain executives under the 2021 LTIP. The number of shares of New Common Stock that may be issued to settle these various PSUs ranges from zero to two times the number of PSUs awarded. Generally, the shares issued for PSUs are determined based on the satisfaction of a time-based vesting schedule and absolute total stockholder return (“ATSR”) measured over a three-year period, and vest in their entirety at the end of the three-year measurement period. Any PSUs that have not vested at the end of the applicable measurement period are forfeited. As the ATSR vesting criterion are linked to the Successor Company's share price, it is considered a market condition for purposes of calculating the grant-date fair value of the awards. The fair value of the Successor Company’s PSUs was measured at the grant date with a stochastic process method using a Monte Carlo simulation. A stochastic process is a mathematically defined equation that can create a series of outcomes over time. Those outcomes are not deterministic in nature, which means that by iterating the equations multiple times, different results will be obtained for those iterations. In the case of the Successor Company's PSUs, the Company cannot predict with certainty the path its stock price or the stock prices of its peers will take over the performance period. By using a stochastic simulation, the Company can create multiple prospective stock pathways, statistically analyze these simulations, and ultimately make inferences regarding the most likely path the stock price will take. As such, and because future stock prices are stochastic, the stochastic method, specifically the Monte Carlo Model, is deemed an appropriate method by which to determine the fair value of the PSUs. Significant assumptions used in this simulation include the Company's expected volatility, risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the measurement period as well as the volatilities for each of the Company's peers. The Successor Company recorded $0.5 million and $1.5 million of stock-based compensation costs related to Successor Company PSUs for the three months ended September 30, 2021 and for the period from January 21, 2021 through September 30, 2021, respectively. These costs were included in the condensed consolidated statements of operations within the “General and administrative expense” line item. As of September 30, 2021, there was $5.0 million of total unrecognized compensation cost related to the unvested Successor Company PSUs granted to certain executives that is expected to be recognized over a weighted average period of 2.3 years. The Successor Company’s PSUs will be settled by issuing New Common Stock. The following table summarizes the Successor Company’s PSU activity for the period shown and provides information for the Successor Company’s PSUs outstanding at the dates indicated. Number of Shares(1) Weighted Average Grant Date Fair Value Non-vested Successor Company PSUs at January 21, 2021 — $ — Granted 230,850 28.11 Forfeited — — Vested — — Non-vested Successor Company PSUs at September 30, 2021 230,850 $ 28.11 _______________ (1) The number of awards assumes that the associated maximum vesting condition is met at the target amount. The final number of shares of New Common Stock issued may vary depending on the performance multiplier, which ranges from zero to two for the Successor Company’s 2021 PSU grants, depending on the level of satisfaction of the vesting condition. Predecessor Company Performance Stock Awards (“PSAs”) The Predecessor Company granted PSAs to certain executives under the 2016 LTIP in October 2017, March 2018, April 2019 and March 2020. The number of shares of Predecessor Common Stock that may be issued to settle these various PSAs ranges from zero to two times the number of PSAs awarded. PSAs that settle in cash were presented as liability awards. Generally, the shares issued for PSAs were determined based on the satisfaction of a time-based vesting schedule and a weighting of one or more of the following: (i) ATSR, (ii) relative total stockholder return (“RTSR”), as compared to the Predecessor Company's peer group and (iii) cash return on capital invested (“CROCI”) or return on invested capital (“ROIC”) measured over a three-year period and vest in their entirety at the end of the three- year measurement period. Any PSAs that have not vested at the end of the applicable measurement period were forfeited. 26

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The vesting criterion that was associated with the RTSR was based on a comparison of the Predecessor Company's total shareholder return for the measurement period compared to that of a group of peer companies for the same measurement period. As the ATSR and RTSR vesting criteria were linked to the Predecessor Company's share price, they each were considered a market condition for purposes of calculating the grant-date fair value of the awards. The vesting criterion that was associated with the CROCI and ROIC were considered a performance condition for purposes of calculating the grant-date fair value of the awards. The fair value of the Predecessor Company’s PSAs were measured at the grant date with a stochastic process method using a Monte Carlo simulation. A stochastic process is a mathematically defined equation that can create a series of outcomes over time. Those outcomes are not deterministic in nature, which means that by iterating the equations multiple times, different results will be obtained for those iterations. In the case of the Predecessor Company's PSAs, the Company cannot predict with certainty the path its stock price or the stock prices of its peer will take over the performance period. By using a stochastic simulation, the Company can create multiple prospective stock pathways, statistically analyze these simulations, and ultimately make inferences regarding the most likely path the stock price will take. As such, and because future stock prices are stochastic, the stochastic method, specifically the Monte Carlo Model, is deemed an appropriate method by which to determine the fair value of the PSAs. Significant assumptions used in this simulation include the Company's expected volatility, risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the measurement period as well as the volatilities for each of the Company's peers. The Predecessor Company recorded $0.1 million of stock-based compensation costs related to Predecessor Company PSAs for the period from January 1, 2021 through January 20, 2021, as compared to $0.9 million and $1.0 million for the three and nine months ended September 30, 2020, respectively. These costs were included in the condensed consolidated statements of operations within the “General and administrative expense” line item. As of September 30, 2021, there was no unrecognized compensation cost related to the unvested Predecessor Company PSAs granted to certain executives as they were all cancelled at emergence. The following table summarizes the Predecessor Company’s PSA activity for the period shown and provides information for the Predecessor Company’s PSAs outstanding at the dates indicated. Number of Shares(1) Weighted Average Grant Date Fair Value Non-vested Predecessor Company PSAs at January 1, 2021 1,196,279 $ 5.32 Cancelled at emergence from bankruptcy (1,196,279) 5.32 Non-vested Predecessor Company PSAs at January 20, 2021 — $ — _______________ (1) The number of awards assumed that the associated maximum vesting condition is met at the target amount. The final number of shares of the Predecessor Common Stock issued would have varied depending on the performance multiplier, which ranged from zero to one for the 2017 and 2018 grants and ranged from zero to two for the 2019 and 2020 grants, which would have depended on the level of satisfaction of the vesting condition. Successor Company Deferred Stock Units (“DSUs”) Upon emergence from bankruptcy on January 20, 2021, a new Board was appointed and each Board member (except the CEO) was granted 16,800 Successor Company DSUs, which vest in quarterly installments over a one-year period following the grant date. The Successor Company DSUs will be settled in shares of New Common Stock upon the Board member’s departure from the Company; thus, these DSUs may not be included in the Successor Company’s issued and outstanding shares, potentially for several years. Grant date fair value was determined based on the value of the Successor Company’s New Common Stock pursuant to the terms of the 2021 LTIP. The Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost. The Successor Company recorded $0.5 million and $1.4 million of stock-based compensation costs related to Successor Company DSUs for the three months ended September 30, 2021 and for the period from January 21, 2021 through September 30, 2021, respectively. These costs were included in the condensed consolidated statements of operations within the “General and administrative expense” line item. As of September 30, 2021, there was $0.6 million of total unrecognized compensation cost related to the unvested Successor Company DSUs granted to certain directors that is expected to be recognized over a weighted average period of 0.3 years. The following table summarizes the 27

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Successor Company’s DSU activity for the period shown and provides information for the Successor Company’s DSUs outstanding at the dates indicated. Number of Shares Weighted Average Grant Date Fair Value Non-vested Successor Company Deferred Stock Units at January 21, 2021 — $ — Granted 100,800 20.41 Forfeited — — Vested (50,400) 20.41 Non-vested Successor Company Deferred Stock Units September 30, 2021 50,400 $ 20.41 Note 10—Equity Common Stock On the Emergence Date, the Successor Company filed an amended and restated certificate of incorporation with the Delaware Secretary of State to provide for, among other things, the authority to issue a total of 950,000,000 shares of all classes of capital stock of which 900,000,000 shares are common stock, par value $0.01 per share (the “New Common Stock”) and 50,000,000 shares are preferred stock, par value $0.01 per share. Upon emergence from the Chapter 11 Cases, all existing shares of the Predecessor Common Stock and the Predecessor Preferred Stock were cancelled, and the Successor Company issued 25,703,212 shares of New Common Stock during the first quarter of 2021. During the second quarter of 2021, the Company issued 133,705 shares of New Common Stock to settle general unsecured claims. During the third quarter of 2021, the Company issued 113,768 shares of New Common Stock to settle general unsecured claims. As of September 30, 2021, the Company expects to issue an additional 23,462 shares of New Common Stock to settle general unsecured claims. See Note 1—Business and Organization —Voluntary Reorganization under Chapter 11 of the Bankruptcy Code in the Company’s filed Form 10-Q from the first quarter of 2021 and Note 3— Fresh Start Reporting for more information. Series A Preferred Stock In connection with emergence from the Chapter 11 Cases on January 20, 2021, and pursuant to the Plan, each share of the Predecessor Preferred Stock was canceled, released and extinguished, and is of no further force or effect. Warrants On the Emergence Date and pursuant to the Plan, the Successor Company entered into warrant agreements with American Stock Transfer & Trust Company, LLC, as warrant agent, which provided for (i) the Successor Company’s issuance of up to an aggregate of 2,905,567 Tranche A Warrants to purchase the New Common Stock (the “Tranche A Warrants”) to certain former holders of the Predecessor Common Stock and (ii) the Successor Company’s issuance of up to an aggregate of 1,452,802 Tranche B warrants to purchase New Common Stock (the “Tranche B Warrants” and, together with the Tranche A Warrants, the “New Warrants”) to certain former holders of the Predecessor Common Stock. The Tranche A Warrants are exercisable from the date of issuance until the fourth anniversary of the Emergence Date, at which time all unexercised Tranche A Warrants will expire, and the rights of the holders of such warrants to purchase New Common Stock will terminate. The Tranche A Warrants are initially exercisable for one share of New Common Stock per Tranche A Warrant at an initial exercise price of $107.64 per Tranche A Warrant (the “Tranche A Exercise Price”). The Tranche B Warrants are exercisable from the date of issuance until the fifth anniversary of the Emergence Date, at which time all unexercised Tranche B Warrants will expire, and the rights of the holders of such warrants to purchase New Common Stock will terminate. The Tranche B Warrants are initially exercisable for one share of New Common Stock per Tranche B Warrant at an initial exercise price of $122.32 per Tranche B Warrant (the “Tranche B Exercise Price” and together with the Tranche A Exercise Price, the “Exercise Prices”). 28

GRAPHIC

Pursuant to the warrant agreements, no holder of a New Warrant, by virtue of holding or having a beneficial interest in a New Warrant, will have the right to vote, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of the Successor Company’s directors or any other matter, or exercise any rights whatsoever as a stockholder of the Successor Company unless, until and only to the extent such holders become holders of record of shares of New Common Stock issued upon settlement of the New Warrants. The number of shares of New Common Stock for which a New Warrant is exercisable, and the Exercise Prices, are subject to adjustment from time to time upon the occurrence of certain events, including stock splits, reverse stock splits or stock dividends to holders of New Common Stock or a reclassification in respect of New Common Stock. On November 1, 2021, in accordance with the terms of the New Warrants, the New Warrants that were issued and outstanding immediately prior to November 1, 2021 were cancelled and Parent executed a replacement warrant agreement for the Tranche A Warrants and a replacement warrant agreement for the Tranche B Warrants (each, a “Replacement Warrant Agreement”) and issued to each holder of the Extraction New Warrants a replacement warrant (each, a “Replacement Warrant”) that is exercisable for a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that would have been issued or paid to a holder of the number of shares of Extraction New Common Stock into which such Extraction New Warrants was exercisable immediately prior to November 1, 2021. Each Replacement Warrant has an exercise price as set forth in the applicable Replacement Warrant Agreement, subject to adjustment as set forth therein. 29

GRAPHIC

Note 11—Earnings (Loss) Per Share The basic weighted average shares outstanding calculation is based on the actual days in which the shares were outstanding. The components of basic and diluted earnings (loss) per share (“EPS”) were as follows (in thousands, except per share data): Successor Predecessor For the Three Months Ended September 30, For the Three Months Ended September 30, 2021 2020 Basic and Diluted Income (Loss) Per Share Net income (loss) $ 64,583 $ (540,607) Less: Adjustment to reflect accretion of Series A Preferred Stock discount — (1,865) Adjusted net income (loss) available to common shareholders, basic and diluted $ 64,583 $ (542,472) Denominator Weighted average common shares outstanding, basic(1)(2) 25,898 138,348 Weighted average common shares outstanding, diluted 26,586 138,348 Income (Loss) Per Common Share Basic $ 2.49 $ (3.92) Diluted $ 2.43 $ (3.92) _______________ (1) For the three months ended September 30, 2021, 4,358,369 potentially dilutive shares, including Tranche A Warrants and Tranche B Warrants, were not included in the calculation above. (2) For the three months ended September 30, 2020, 6,448,989 potentially dilutive shares, including restricted stock awards and stock options outstanding, were not included in the calculation above, as they had an anti-dilutive effect on EPS. Additionally, 11,472,445 common shares associated with the assumed conversion of Predecessor Preferred Stock were also excluded, as they would have had an anti-dilutive effect on EPS. Successor Predecessor For the Period from January 21 through September 30, For the Period from January 1 through January 20, For the Nine Months Ended September 30, 2021 2021 2020 Basic and Diluted Income (Loss) Per Share Net income (loss) $ 177,681 $ 870,970 $ (823,504) Less: Noncontrolling interest — — (6,160) Less: Adjustment to reflect Series A Preferred Stock dividends — — (8,749) Less: Adjustment to reflect accretion of Series A Preferred Stock discount — (418) (5,452) Adjusted net income (loss) available to common shareholders, basic and diluted $ 177,681 $ 870,552 $ (843,865) Denominator Weighted average common shares outstanding, basic(1)(2)(3) 25,743 136,589 138,080 Weighted average common shares outstanding, diluted 26,331 136,589 138,080 Income (Loss) Per Common Share Basic $ 6.90 $ 6.37 $ (6.11) Diluted $ 6.75 $ 6.37 $ (6.11) _______________ (1) For the period from January 21, 2021 through September 30, 2021, 4,358,369 potentially dilutive shares, including Tranche A Warrants and Tranche B Warrants, were not included in the calculation above. (2) For the period from January 1, 2021 to January 20, 2021, 7,138,153 potentially dilutive shares, including restricted stock awards and stock options outstanding, were not included in the calculation above, as they had an anti-dilutive effect on EPS. Additionally, 11,472,445 common shares associated with the assumed conversion of Predecessor Preferred Stock were also excluded, as they would have had an anti-dilutive effect on EPS. (3) For the nine months ended September 30, 2020, 6,448,989 potentially dilutive shares, including restricted stock awards and stock options outstanding, were not included in the calculation above, as they had an anti-dilutive effect on EPS. Additionally, 11,472,445 common shares associated with the assumed conversion of Predecessor Preferred Stock were also excluded, as they would have had an anti-dilutive effect on EPS. 30

GRAPHIC

Note 12—Commitments and Contingencies General As is customary in the oil and gas industry, the Company may at times have commitments in place to reserve or earn certain acreage positions or wells. If the Company does not meet such commitments, the acreage positions or wells may be lost, or the Company may be required to pay damages if certain performance conditions are not met. Drilling Rigs As of September 30, 2021, the Company was subject to three short-term drilling rig commitments. Leases The Company has entered into operating leases for certain compressors and office facilities and equipment. Maturities of operating lease liabilities associated with right-of-use assets and including imputed interest were as follows (in thousands): Successor As of September 30, 2021 Year 1 $ 4,348 Year 2 2,989 Year 3 252 Year 4 — Thereafter — Total lease payments 7,589 Less imputed interest(1) (312) Present value of lease liabilities $ 7,277 _______________ (1) Calculated using the estimated interest rate for each lease. Delivery Commitments The Predecessor Company entered into a long-term gas gathering and processing agreement (the “Gathering Agreement”) with a third-party midstream provider in February 2019. The Gathering Agreement commenced in January 2020 and has a term of ten years with an annual minimum volume commitment of 13.0 Bcf. The Gathering Agreement also includes a commitment to sell take-in-kind NGLs from other processing agreements of 4,000 Bbl/d in the first year of the Gathering Agreement and 7,500 Bbl/d in years two through seven of the Gathering Agreement with the ability to roll forward up to a 10% shortfall in a given month to the subsequent month. On December 23, 2020, the Predecessor Company and the counterparty entered into a settlement and amended the Gathering Agreement (the “Settlement and Amendment”). No changes were made to the Company’s annual minimum volume commitment as a result of the settlement and amendment. In December 2016 and August 2017, the Predecessor Company agreed with several third-party producers and a midstream provider to expand natural gas gathering and processing capacity in the DJ Basin, including through the addition of two new processing plants as well as the expansion of related gathering systems. The first plant commenced operations in August 2018 and the second plant commenced operations in July 2019. The Company’s share of these commitments requires an incremental 51.5 and 20.6 MMcf per day, respectively, over a baseline volume of 65 MMcf per day for a period of seven years following the in-service dates of the plants. The Company may be required to pay a shortfall fee for any incremental volume deficiencies under these commitments. These contractual obligations can be reduced by the Company’s proportionate share of the collective volumes delivered to the plants by other third-party incremental volumes available to the midstream provider at the new facilities that are in excess of the total commitments. The Company is also required for the first three years of each contract to guarantee a certain target profit margin on these volumes sold. 31

GRAPHIC

Litigation and Legal Items From time to time, the Company is involved in various legal proceedings arising in the ordinary course of its business and reviews the status of these proceedings on an ongoing basis and, from time to time, may settle or otherwise resolve these matters on terms and conditions that management believes are in the Company’s best interests. The Company has provided the necessary estimated accruals in the condensed consolidated balance sheets where deemed appropriate for litigation and legal-related items that are ongoing and not yet concluded. Although the results cannot be known with certainty, the Company currently believes that the ultimate results of such proceedings will not have a material adverse effect on our business, financial position, results of operations or liquidity. Environmental. Due to the nature of the oil and natural gas industry, the Company is exposed to environmental liabilities in the ordinary course of its business. The Company has various policies and procedures in place to minimize and mitigate the risks from environmental contamination or with respect to environmental compliance issues. Liabilities are recorded when environmental damages resulting from past events are probable and the costs can be reasonably estimated. Except as disclosed herein, the Company is not aware of any material environmental claims existing as of September 30, 2021 that have not been provided for or would otherwise have a material impact on the Company’s condensed consolidated financial statements. However, there can be no assurance that current regulatory requirements will not change or that unknown potential past non-compliance with environmental laws, compliance matters or other environmental liabilities will not be discovered on our properties. The liability ultimately incurred with respect to a matter may exceed the related accrual. COGCC Notices of Alleged Violations (“NOAVs”). The Company previously received NOAVs from the Colorado Oil and Gas Conservation Commission (the “COGCC”) for alleged compliance violations. On July 27, 2021, the COGCC approved a global settlement agreement with the Company that resolves these NOAVs. The settlement agreement required the Company to make a cash payment to the COGCC of $0.1 million and also contains an obligation that the Company complete pubic projects that will cost the Company approximately $0.5 million. 32

Exhibit 99.3

 

Condensed Consolidated Interim Financial Statements of

 

CPPIB CrestonE Peak Resources America Inc.

 

For the nine months ended September 30, 2021 and 2020 (Unaudited)

 

   

 

 

CPPIB Crestone Peak Resources America Inc.

Condensed Consolidated Interim Balance Sheets

(In thousands of United States dollars)

(Unaudited)

 

   September 30,   December 31, 
   2021   2020 
Assets          
           
Current assets:          
Cash and cash equivalents  $12,552   $6,632 
Accounts receivable (Note 4)   92,008    67,103 
Commodity derivative asset (Note 8)       21,066 
Other current assets   4,523    4,342 
Total current assets   109,083    99,143 
           
Property, plant and equipment, at cost:          
Oil and gas properties, under full cost accounting:          
Proved oil and gas properties   2,115,130    1,951,672 
Unproved oil and gas properties excluded from depletion   17,238    17,122 
Accumulated depletion and impairment   (1,306,545)   (1,186,066)
Oil and gas properties, net   825,823    782,728 
           
Property, plant and equipment - other, net   47,163    54,364 
Total property and equipment, net   872,986    837,092 
Commodity derivative asset (Note 8)       20,828 
           
Total Assets  $982,069   $957,063 
           
Liabilities and Equity (Deficiency)          
           
Current liabilities:          
Accounts payable and accrued expenses (Note 5)  $87,622   $107,157 
Revenue payable   102,068    57,026 
Asset retirement obligation   4,906    5,801 
Production and other taxes payable   44,391    64,426 
Commodity derivative liability (Note 8)   190,100    22,989 
Total current liabilities   429,087    257,399 
           
Credit facility, net of deferred financing costs (Note 7)   210,989    239,152 
Asset retirement obligation   94,664    88,726 
Commodity derivative liability (Note 8)   138,951    36,078 
Production and other taxes payable   57,023    38,096 
Related party notes (Note 11)   760,551    728,863 
Other liabilities   448    691 
Total liabilities   1,691,713    1,389,005 
           
Commitments and contingencies (Note 10)          
           
Temporary equity:          
Redeemable non-controlling interests   58,402    5,982 
           
Permanent deficiency:          
Common stock ($0.01 par value per share):          
1,000 Authorized:          
100 issued and outstanding        
Additional paid-in capital   124,969    182,250 
Accumulated deficit   (893,975)   (622,346)
Non-redeemable non-controlling interest   960    2,172 
Total permanent deficiency   (768,046)   (437,924)
           
Total Liabilities and Deficiency  $982,069   $957,063 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

1 

 

 

CPPIB Crestone Peak Resources America Inc.

Condensed Consolidated Interim Statements of Operations

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

  2021   2020 
Revenues:          
Crude oil  $275,686   $123,455 
Natural gas   82,772    38,765 
Natural gas liquids   85,101    28,191 
Total revenues   443,559    190,411 
Expenses:          
Lease operating expenses   31,768    26,523 
Gathering and transportation   63,339    63,591 
Production, mineral and other taxes   36,840    15,092 
Depreciation, depletion and accretion (Note 6)   125,565    127,675 
Impairment of proved properties       204,606 
General and administrative   17,379    19,604 
Total expenses   274,891    457,091 
Operating income (loss)   168,668    (266,680)
Other (expense) income:          
Interest expense, net of capitalized interest   (41,442)   (39,126)
Commodity derivative (loss) gain (Note 8)   (404,308)   252,146 
Other    (861)   (4,150) 
Total other (expense) income   (446,611)   208,870 
Loss before income taxes   (277,943)   (57,810)
Income tax expense        
Net loss   (277,943)   (57,810)
Less net (loss) income attributable to non-controlling interests   (6,314)   2,761 
Net loss attributable to the shareholder of CPPIB Crestone Peak Resources America Inc.  $(271,629)  $(60,571)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

2 

 

 

CPPIB Crestone Peak Resources America Inc.

Condensed Consolidated Interim Statements of Changes in Equity (Deficiency) and Temporary Equity

(In thousands of United States dollars)

(Unaudited)

 

For the nine months ended September 30, 2020

 

                        Non-         Redeemable 
                        redeemable    Total    non- 
              Additional          non-    permanent    controlling 
    Common stock    paid-in    Accumulated     controlling    equity    temporary 
    Shares    Amount    capital    deficit    interests     (deficiency)    equity 
Balance, January 1, 2020   100   $   $182,632   $(370,105)  $666   $(186,807)  $7,186 
Effects of changes in ownership interests in consolidated subsidiaries           (1,494)       2,209    715     
Net (loss) income               (60,571)   214    (60,357)   2,547 
Balance, September 30, 2020   100   $   $181,138   $(430,676)  $3,089   $(246,449)  $9,733 

 

For the nine months ended September 30, 2021

 

                        Non-         Redeemable 
                        redeemable    Total    non- 
              Additional          non-    permanent    controlling 
    Common stock    paid-in    Accumulated     controlling    equity    temporary 
    Shares    Amount    capital    deficit    interests     (deficiency)    equity 
Balance, January 1, 2021   100   $   $182,250   $(622,346)  $2,172   $(437,924)  $5,982 
Remeasurement of redeemable non-controlling interest           (57,378)           (57,378)   57,378 
Capital contributions           97            97     
Deemed capital contributions                   144    144     
Net loss               (271,629)   (1,356)   (272,985)   (4,958)
Balance, September 30, 2021   100   $   $124,969   $(893,975)  $960   $(768,046)  $58,402 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

3 

 

 

CPPIB Crestone Peak Resources America Inc.

Condensed Consolidated Interim Statements of Cash Flows

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

    2021     2020  
Operating activities:                
Net loss   $ (277,943 )   $ (57,810 )
Items not involving cash:                
Depreciation and depletion     122,088       124,366  
Impairment of proved properties           204,606  
Accretion of asset retirement obligation     3,477       3,309  
Commodity derivative loss (gain)     404,308       (252,146 )
Derivative cash settlements     (76,200 )     177,721  
Incentive compensation     144        
Amortization of deferred financing costs     2,852       2,391  
Loss on sale and abandonment of assets     496       928  
Non-cash interest expense     31,836       26,403  
Changes in operating assets and liabilities:                
Accounts receivable     (25,018 )     30,216  
Other current assets     (181 )     (1,594 )
Accounts payable and accrued expenses     (26,298 )     (69,447 )
Revenue payable     43,181       (9,379 )
Production taxes payable     (1,108 )     (16,815 )
Other liabilities     1,618       (344 )
Settlement of asset retirement obligations     (7,520 )     (3,646 )
Net cash provided by operating activities     195,732       158,759  
                 
Financing activities:                
Capital contributions received from related party     97        
Capital contributions received from non-controlling interest           715  
Proceeds from revolving credit facility     325,000       314,000  
Repayments on revolving credit facility     (356,000 )     (291,000 )
Finance costs paid     (16 )     (8,181 )
Notes with related party     (38 )     274,349  
Net cash (used in) provided by financing activities     (30,957 )     289,883  
                 
Investing activities:                
Cash paid for acquisition           (323,891 )
Capital expenditures:                
Oil and gas properties     (158,299 )     (124,153 )
Other property, plant and equipment     (1,630 )     (561 )
Proceeds from sale of assets     1,074       115  
Net cash used in investing activities     (158,855 )     (448,490 )
Net increase in cash and cash equivalents     5,920       152  
Cash and cash equivalents at beginning of period     6,632       3,290  
Cash and cash equivalents at end of period   $ 12,552     $ 3,442  

 

Supplemental cash flow information (Note 12)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

4 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

1.Organization:

 

CPPIB Crestone Peak Resources America Inc. was formed in Delaware, United States, on October 2, 2015 as a wholly owned subsidiary of CPPIB Crestone Peak Resources Canada Inc., an affiliate of Canada Pension Plan Investment Board. CPPIB Crestone Peak Resources America Inc. and its subsidiaries (herein referred to collectively as the "Company") is privately-held and engages in the acquisition, exploration, development, and production of oil, natural gas, and natural gas liquids ("NGLs"), primarily in the Denver-Julesburg Basin ("DJ Basin"). Crestone Peak Resources, LP is owned 96% by the Company, 3% by Broe Group, and 1% by Crestone Peak Resources Management LP.

 

The Company's oil and gas assets are held by Crestone Peak Resources, LLC, a 100% owned subsidiary of Crestone Peak Resources, LP, and comprise net acres of oil, natural gas, and NGLs producing properties located in the Wattenberg area of the DJ Basin (the "Properties"). The wells target the Sussex, Shannon, Niobrara, Codell, Greenhorn, J-Sand and Dakota formations.

 

On June 6, 2021, the Company, Bonanza Creek Energy Inc ("Bonanza"), Raptor Condor Merger Sub 1, Inc., a wholly owned subsidiary of Bonanza, and Raptor Condor Merger Sub 2, LLC, a wholly owned subsidiary of Bonanza, entered into an Agreement and Plan of Merger ("Crestone Peak Merger Agreement").

 

The Crestone Peak Merger Agreement, among other things, provided for Bonanza's acquisition of the Company through (i) the merger of Raptor Condor Merger Sub 1, Inc. with and into the Company (the "Merger Sub 1 Merger"), with the Company continuing its existence as the surviving corporation and (ii) the subsequent merger of the Company with and into Raptor Condor Merger Sub 2, LLC (the "Merger Sub 2 Merger"), with Raptor Condor Merger Sub 2, LLC continuing as the surviving entity as a wholly owned subsidiary of Bonanza. Together, Merger Sub 1 Merger and Merger Sub 2 Merger comprise the "Crestone Peak Merger".

 

Subject to the terms and conditions of the Crestone Peak Merger Agreement, at the effective time of the Merger Sub 1 Merger, the issued and outstanding shares of the Company's common stock immediately prior to the Merger Sub 1 Merger would be converted into the right to collectively receive 22,500,000 shares of Bonanza common stock.

 

5 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

1.Organization (continued):

 

The closing of the Crestone Peak Merger was expressly conditioned on Bonanza's closing of the pending Extraction Oil & Gas, Inc. ("Extraction") merger pursuant to the Extraction merger agreement prior to or substantially concurrent with the closing of the Crestone Peak Merger. Following the completion of the Crestone Peak Merger, it was anticipated that persons who were stockholders of Bonanza, Extraction and the Company immediately prior to the Crestone Peak Merger would own approximately 37%, 37% and 26% of the combined company, respectively.

 

The Extraction merger and the Crestone Peak Merger were approved by shareholders on October 29, 2021 and the Crestone Peak Merger closed on November 1, 2021. As a result Bonanza's name was changed to Civitas Resources, Inc. and Bonanza's stock symbol on the NYSE was changed to CIVI.

 

2.Basis of preparation:

 

(a)Basis of presentation:

 

The Company has prepared the accompanying condensed consolidated interim financial statements (the "Interim Financial Statements") in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information. Accordingly, these Interim Financial Statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. Certain information and note disclosures normally included in the Company's annual consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted from these Interim Financial Statements pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These Interim Financial Statements should be read in conjunction with the annual consolidated financial statements and notes thereto for the year ended December 31, 2020. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated annual financial statements for the year ended December 31, 2020.

 

6 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

2.Basis of preparation (continued):

 

(b)Principles of consolidation:

 

The Interim Financial Statements of the Company include the accounts of CPPIB Crestone Peak Resources America Inc. and all majority-owned subsidiaries where the Company has the ability to exercise control. All intercompany balances and transactions have been eliminated upon consolidation.

 

The Company consolidates entities in which it has a controlling financial interest based on either the VIE or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. Interests in subsidiaries owned by third parties are presented as non-controlling interests.

 

(c)Functional and reporting currency:

 

All amounts herein have been presented in United States dollars, which is the functional and reporting currency of the Company. Transactions denominated in any currency other than United States dollars are immaterial.

 

(d)Use of estimates:

 

The preparation of Interim Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including oil and natural gas reserves, the fair value of assets acquired and liabilities assumed in business combinations, derivative valuations, deferred income taxes and asset retirement obligations upon initial recognition. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain using management's best available knowledge of current and expected future events. Actual results could differ from those estimates. Estimates of proved oil and gas reserve quantities provide the basis for the calculation of depletion and impairment of proved properties, and asset retirement obligations. Further, these estimates and other factors, including those outside of the Company's control, such as the impact of sustained lower commodity prices, could have a significant adverse impact on the Company's financial condition, future development plans (including undeveloped oil and gas reserves), and results of operations and cash flows.

 

7 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

2.Basis of preparation (continued):

 

(e)Recently adopted accounting pronouncements:

 

(i)Intangibles, goodwill and other:

 

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). This update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on January 1, 2021, with prospective application which has not had a material impact on the Interim Financial Statements.

 

(ii)Income taxes:

 

Simplifying the Accounting for Income Taxes - In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The amendment is effective commencing in 2021 with early adoption permitted. The adoption of this new guidance during the nine months ended September 30, 2021 did not have a material impact on the Interim Financial Statements.

 

8 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

2.Basis of preparation (continued):

 

(f)Recently issued accounting pronouncements:

 

(i)Reference rate reform:

 

In March 2020 and as clarified in January 2021, the FASB issued guidance which provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. The Company is currently assessing the impact of the adoption of this new guidance and any of the transition relief available under the new guidance as of September 30, 2021.

 

(ii)Leases:

 

In February 2016, the FASB issued ASU 2016-02, Leases ("Topic 842"), which establishes a comprehensive new lease standard designed to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. The FASB has also issued an ASU which allows an entity that elects to apply the practical expedients to, in effect, continue to account for leases that commence before the effective date in accordance with previous US GAAP. During 2020 the FASB extended the effective date for private companies by one year, making Topic 842 effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company has not yet completed its evaluation of the impact on its Financial Statements.

 

9 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

  

2.Basis of preparation (continued):

 

(iii)Credit losses:

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, followed by other related ASUs that provided targeted improvements (collectively "ASU 2016-13"). ASU 2016-13 provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The guidance is to be applied using a modified retrospective method and is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company will adopt ASU 2016-13 on January 1, 2023 using the modified retrospective method and the Company does not expect a material impact on the Interim Financial Statements.

 

3.Mergers, acquisitions and divestitures:

 

(a)Crestone Peak Merger:

 

On June 6, 2021, the Company entered into the Crestone Peak Merger Agreement with Bonanza which closed on November 1, 2021. See Note 1 for additional information.

 

(b)ConocoPhillips Acquisition:

 

During the fourth quarter of 2019, the Company entered into a definitive purchase agreement with ConocoPhillips Company, Burlington Resources Oil & Gas Company LP, and Bronco Pipeline Company (collectively, "ConocoPhillips") to acquire approximately 99,000 net acres, including both upstream and midstream assets for the aggregate purchase price of $380.0 million, subject to customary purchase price adjustments. The effective date of the acquisition was June 1, 2019. Upon execution of the agreement, the Company tendered a $38.0 million deposit to ConocoPhillips as of December 31, 2019.

 

10 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

3.Mergers, acquisitions and divestitures (continued):

 

The acquisition closed on March 3, 2020, for an adjusted purchase price of $360.7 million, subject to normal post-closing adjustments completed in the fourth quarter of 2020, resulting in the final purchase price and total consideration paid of $364.8 million. The Company funded the acquisition with proceeds from the issuance of a promissory note to a related party on February 28, 2020 and the Company's revolving credit facility.

 

The Company determined that the ConocoPhillips acquisition met the criteria of a business combination under ASC Topic 805, Business Combinations. The Company allocated the adjusted purchase price to the acquired assets and liabilities based on fair value as of the acquisition date, as summarized in the table below. This measurement resulted in no goodwill or bargain purchase gain being recognized.

 

   March 3, 
   2020 
Cash consideration  $364,752 
Fair value of assets and liabilities acquired:     
Other current assets  $1,996 
Proved oil and gas properties:     
Proved oil and gas properties   361,463 
Unproved oil and gas properties   6,400 
PP&E other   8,039 
    377,898 
      
Asset retirement obligations   (2,651)
Production and other taxes payable   (4,890)
Revenue payable   (5,605)
    (13,146)
Total fair value of net assets acquired  $364,752 

 

11 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

3.Mergers, acquisitions and divestitures (continued):

 

The Company used the cost, income and market valuation approaches in estimating the fair value of assets acquired and liabilities assumed. The carrying amounts of other current assets, equipment inventory, production and other taxes payable and revenue payable approximate their fair values due to the short-term nature of these items, therefore leveraging the cost approach based on current replacement factors. The fair values of oil inventory and land were determined using the market approach. The market approach utilizes market prices in actual historical transactions of a similar nature. The fair values of the proved and unproved properties, the midstream gas gathering assets, and asset retirement obligations were determined using the income approach. The items were determined using relevant market assumptions, including discount rates, future commodity prices and costs, timing of development activities, projections of oil and gas reserves, and estimates to abandon and reclaim producing wells. The fair value measurements of the assets and liabilities discussed above were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement.

 

The following table summarizes quantitative information about the significant unobservable inputs used in the valuation of certain assets and asset groups measured at fair value on a non-recurring basis:

 

Level 3  March 3, 
unobservable inputs   2020 
Price:     
Oil (per Bbl)   $48 - $77 
Gas (per Mcf)   $1.64 - $3.49 
NGLs (percentage of oil price)   35%
Reserve adjustment factors:     
Proved developed producing   100%
Proved undeveloped   85%
Probable    30%
Discount rate   15%

 

The Company finalized the purchase price equation during the first quarter of 2021.

 

12 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

4.Accounts receivable:

 

For receivables from joint interest owners, the Company typically has the ability to withhold future revenue disbursements to recover non-payment of joint interest billings. Generally, the Company's accrued revenues are collected within two months and the Company has had minimal bad debts. Although diversified among many companies, collectability is dependent upon the financial wherewithal of each individual counterparty and is influenced by the general economic conditions of the industry. Receivables are not collateralized.

 

Accounts receivable consist of the following:

 

  September 30,   December 31, 
   2021    2020 
Accrued oil, gas, and NGLs production revenue  $76,431   $46,636 
Amounts due from joint interest owners   7,911    11,734 
Related party notes receivable   932    842 
Other receivables   6,734    7,891 
  $92,008   $67,103 

 

The Company had minimal activity in bad debt expense for the nine months ended September 30, 2021 (2020 - minimal activity) and an accumulated balance for allowance for doubtful accounts of $2.3 million (December 31, 2020 - $1.8 million) as of September 30, 2021.

 

5.Accounts payable and accrued expenses:

 

Accounts payable and accrued expenses consist of the following:

 

  September 30,   December 31, 
   2021    2020 
Trade accounts payable  $42,107   $29,576 
Accrued capital costs   19,363    20,918 
Capital working interest owner prepayments   4,742    33,100 
Accrued operating expenses   10,859    12,457 
Accrued general and administration   10,034    10,699 
Accrued other   517    407 
  $87,622   $107,157 

 

13 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

6.Depletion, depreciation and accretion (“DD&A”):

 

DD&A consists of the following:

 

    Nine months ended 
     September 30, 
    2021    2020 
Depletion of oil and gas properties   $119,879   $121,440 
Depreciation and accretion    5,686    6,235 
   $125,565   $127,675 

 

Depletion of oil and gas properties is computed on the unit-of-production method, whereby capitalized costs plus estimated future development costs are amortized over total proved reserves. Depletion expense was $10.71 per BOE and $11.99 per BOE for the nine months ended September 30, 2021 and 2020, respectively.

 

7.Revolving credit facility:

 

On September 21, 2016, a subsidiary of the Company, Crestone Peak Resources LLC entered into a revolving credit facility (sometimes referred to as the reserve-based loan or "RBL") with a syndicate of lenders. The RBL is available for working capital requirements, capital expenditures, acquisitions, general business purposes, and to support letters of credit. Certain of Crestone Peak Resources LLC's assets, together with its subsidiaries with the exception of Crestone Peak Resources Midstream LLC and Crestone Peak Resources Watkins Midstream LLC, including substantially all of the producing wells and developed oil and gas leases, have been designated as collateral under the RBL.

 

The RBL had an initial borrowing base of $300 million and a maximum commitment of up to $500 million with an initial maturity date of September 21, 2021, which was extended 1.5 years to April 30, 2023 in 2018. The borrowing base under the RBL is determined at the discretion of the lenders based on the value of the proved reserves designated as collateral and its commodity hedges and is subject to regular redeterminations on or about April 15 and October 15 of each year. The borrowing base was increased from $350 million to $525 million in March of 2020 in conjunction with the ConocoPhillips acquisition, and the maximum commitment was also increased to $1 billion. The borrowing base was subsequently decreased to $375 million in June of 2020 and decreased again to $350 million in October of 2020 with no changes to the maximum commitment.

 

14 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

7.Revolving credit facility (continued):

  

Interest rates under the RBL are based on either the LIBOR or the Alternative Base Rate at Crestone Peak Resources LLC's option, plus applicable margins of 2.5% to 3.5% or 1.5% to 2.5%, respectively. The fee on the unused amount of the commitment is 0.5%. Applicable margins are based on borrowing base utilization, which is defined as the sum of borrowings and letters of credit as a proportion of the borrowing base. Crestone Peak Resources LLC may issue up to $50 million of letters of credit under the RBL. Letters of credit incur fees of 2.5% to 3.5%, depending on borrowing base utilization.

 

The RBL had $214 million and $245 million in outstanding borrowings as of September 30, 2021 and December 31, 2020, respectively. Crestone Peak Resources LLC had issued letters of credit in the amount of $12.8 million as of both September 30, 2021 and December 31, 2020. The available capacity under the RBL was $123.2 million as of September 30, 2021. The average annualized interest rate incurred on borrowed funds under the RBL was 3.2% and 3.9% for the nine months ended September 30, 2021 and 2020, respectively.

 

The components of interest expense related to the RBL agreement include the following:

 

   Nine months ended 
    September 30, 
   2021    2020 
Interest costs incurred on borrowed funds  $6,351   $9,934 
Interest costs incurred on letters of credit   513    494 
Amortization of deferred financing costs   2,852    2,391 
Interest expense, net  $9,716   $12,819 

 

The RBL originally contained two financial performance covenants requiring Crestone Peak Resources LLC to maintain:

 

A consolidated total debt to EBITDAX ratio of no greater than 4.0 to 1.0; and

 

A ratio of current assets to current liabilities of at least 1.0 to 1.0

 

15 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

7.Revolving credit facility (continued):

 

Current assets, as defined in the RBL agreement, are the sum of the consolidated current assets of Crestone Peak Resources LLC, plus the available commitment on the RBL, excluding any non-cash assets arising under ASC 815 and ASC 410. Current liabilities, as defined in the RBL agreement, are the consolidated current liabilities of Crestone Peak Resources LLC, excluding current maturities of long-term debt and any non-cash liabilities arising under ASC 815 and ASC 410.

 

In conjunction with the March 2020 borrowing base redetermination, the lenders agreed to extend and waive the requirement to have a ratio of current assets to current liabilities of at least 1.0 to 1.0 through the quarter ending December 31, 2020.

 

The lenders consented to Crestone Peak Resources LLC's waiver request, in exchange for three other financial performance covenant amendments during the waiver period:

 

(a)The definition of debt was amended to include any amount by which Crestone Peak Resources LLC's consolidated current liabilities (excluding current maturities of long-term debt and any non-cash liabilities arising under ASC 815 and ASC 410) exceed the Company's current assets (excluding any non-cash assets arising under ASC 815 and ASC 410 but not including the available commitment on the RBL);

 

(b)A consolidated interest coverage ratio was added, requiring the ratio of EBITDAX to interest expense on a trailing four quarter basis to be at least 3.0 to 1.0; and

 

(c)Crestone Peak Resources LLC shall maintain a consolidated total debt to EBITDAX ratio of no greater than 3.5 to 1.0.

 

In May of 2021, Crestone Peak Resources LLC's borrowing base on the RBL was reaffirmed at $350 million and will remain in effect until the next determination period pursuant to the terms of the credit agreement. As part of the redetermination process, a continuation of the current ratio waiver was granted by the bank group through the three months ended March 31, 2021. Then, on June 4, 2021, the current ratio waiver was further extended for each quarter through the year ending December 31, 2021. The most recent extension of the current ratio waiver provided by the bank group was approved on the condition that Crestone Peak Resources LLC executes an acceptable merger agreement on or before June 30, 2021. The Company executed a merger agreement on June 6, 2021. See Note 1 for further discussion on the merger.

 

16 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

  

7.Revolving credit facility (continued):

 

The RBL also contains certain additional customary negative covenants that, among other things, restrict Crestone Peak Resources LLC's, together with its subsidiaries', ability to incur additional debt, grant liens on its assets, make investments, sell assets, engage in business combinations, pay dividends, and enter into hedge agreements.

 

Crestone Peak Resources LLC, together with its subsidiaries is in compliance with its loan covenants and related bank waivers, as outlined above, and expects to remain in compliance throughout the next 12-month period.

 

8.Commodity derivative instruments:

 

Crestone Peak Resources LLC, has entered into commodity derivative instruments, as described below. The Company's commodity derivative instruments include swaps and costless collars. The Company's derivative strategy, including the volumes and commodities covered and the relevant fixed and market prices, is based in part on the Company's view of expected future market conditions, the Company's capital spending plans, and the Company's analysis of well-level economic returns. The Company's use of derivative contracts is subject to limits set forth in the RBL.

 

Swaps are derivative contracts which obligate two counterparties to effectively trade the underlying commodity at a set price (or index price) over a specified term. Swaps do not require a premium payment. The costless collars also do not require a premium payment and are used to establish a floor and ceiling price on anticipated commodity production.

 

Crestone Peak Resources LLC may, from time to time, add incremental derivatives to cover additional production, restructure existing derivative contracts, or enter into new transactions to modify the terms of current contracts in order to realize the current value of Crestone Peak Resources LLC's existing positions. Crestone Peak Resources LLC does not enter into derivative contracts for speculative purposes and is prohibited from doing so per the terms of the RBL agreement.

 

17 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

8.Commodity derivative instruments (continued):

 

The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. Crestone Peak Resources LLC's derivative contracts are currently with counterparties which are current or former lenders in the RBL. Crestone Peak Resources LLC is not required to make cash margin payments because the counterparties are secured by certain of the Company's assets which have been designated as collateral under the RBL. Crestone Peak Resources LLC has netting arrangements with the counterparties that provide for the offset of payables against receivables from separate derivative arrangements with the counterparty in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by the other party to the agreement. Crestone Peak Resources LLC's derivative instruments do not contain credit-risk related contingent features.

 

Crestone Peak Resources LLC's commodity derivative instruments are measured at fair value and are included in the accompanying condensed consolidated interim balance sheets as commodity derivative assets or liabilities. Unrealized gains and losses are recorded based on the changes in the fair values of the derivative instruments. The Company's cash flow is only impacted when settlements under commodity derivative contracts result in it making a payment to, or receiving a payment from, the counterparty. Actual cash settlements can occur at either the scheduled payment date of the contract or at an earlier date if the contract is liquidated prior to its scheduled maturity. These cash settlements under the commodity derivative contracts are reflected as operating activities in the Company's condensed consolidated interim statements of cash flows.

 

The Company's commodity derivative contracts as of September 30, 2021 are summarized below:

 

   Derivative   Volume   Price 
Settlement Period  Instrument   (Bbls per day)   ($/Bbl) 
Crude Oil - NYMEX WTI:             
Jan 1, 2021 - Dec 31, 2021  Swap   12,947   $50.70 
Jan 1, 2021 - Dec 31, 2021  Put   500    50.00 
Jan 1, 2021 - Dec 31, 2021  Call   500    58.00 
Jan 1, 2022 - Dec 31, 2022  Swap   8,856    43.27 
Jan 1, 2023 - Dec 31, 2023  Swap   6,386    43.85 
Jan 1, 2024 - Dec 31, 2024  Swap   4,600    44.98 
Jan 1, 2025 - Dec 31, 2025  Swap   3,698    44.21 

 

18 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

8.Commodity derivative instruments (continued):

 

   Derivative   Volume   Price 
Settlement Period  Instrument   (Mmbtu per day)   ($/Mmbtu) 
Natural Gas - NYMEX Henry Hub:             
Jan 1, 2021 - Dec 31, 2021  Swap   69,500   $2.70 
Jan 1, 2021 - Dec 31, 2021  Basis Swap   30,000    (0.58)
Jan 1, 2022 - Dec 31, 2022  Swap   53,300    2.77 
Jan 1, 2023 - Dec 31, 2023  Swap   43,600    2.51 
Jan 1, 2024 - Dec 31, 2024  Swap   29,800    2.57 

 

   Derivative   Volume   Price 
Settlement Period  Instrument   (Bbls per day)   ($/Bbl) 
NGL - Mont Belvieu:             
Jan 1, 2021 - Dec 31, 2021  Swap   5,500   $20.55 
Jan 1, 2022 - Dec 31, 2022  Swap   4,000    20.22 

 

Offsetting of derivative assets and liabilities:

 

As of September 30, 2021 and December 31, 2020, all derivative instruments held by the Company through Crestone Peak Resources LLC were subject to enforceable master netting arrangements. In general, the terms of Crestone Peak Resources LLC's agreements provide for offsetting of amounts payable or receivable between Crestone Peak Resources LLC and the counterparty, at the election of either party, for transactions that occur on the same date and in the same currency. Crestone Peak Resources LLC's agreements also provide that, in the event of an early termination, each party has the right to offset amounts owed or owing under that and any other agreement with the same counterparty. Derivative positions eligible for netting are presented on a gross basis on the accompanying consolidated balance sheets. The Company's accounting policy is to not offset these positions in its accompanying consolidated balance sheets.

 

19 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

  

8.Commodity derivative instruments (continued):

 

The following tables provide a reconciliation as of September 30, 2021 and December 31, 2020 between the net assets and liabilities reflected on the accompanying condensed consolidated interim balance sheets and the potential effect of master netting arrangements on the fair value of the Company's derivative contracts:

 

    As of September 30, 2021 
    Gross amounts           
    presented on         Effect of      
    consolidated         master      
    balance         netting      
   sheet    agreements    Net amounts 
Balance Sheet Location               
Financial assets:               
Current  $   $   $ 
Non-current             
Total  $   $   $ 
Financial liabilities:               
Current  $(190,100)  $   $(190,100)
Non-current    (138,951)   -   (138,951)
Total  $(329,051)  $   $(329,051)

 

20 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

  

8.Commodity derivative instruments (continued):

 

    As of December 31, 2020 
    Gross amounts             
    presented on         Effect of      
    consolidated         master      
    balance         netting      
   sheet    agreements    Net amounts 
Balance Sheet Location               
Financial assets:               
Current  $21,066   $(21,066)  $ 
Non-current 20,828   (20,828)         
Total  $41,894   $(41,894)  $ 
Financial liabilities:               
Current  $(22,989)  $21,066   $(1,923)
Non-current (36,078)   20,828    (15,250)     
Total  $(59,067)  $41,894   $(17,173)

 

The amount of gain (loss) recognized in the condensed consolidated interim statements of operations related to derivative financial instruments was as follows:

 

   Nine months ended 
    September 30, 
   2021   2020 
Realized gain (loss) on commodity derivatives  $(92,430)  $185,826 
Unrealized gain (loss) on commodity derivatives   (311,878)   66,320 
Commodity derivative gain (loss)  $(404,308)  $252,146 

 

21 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

9.Fair value measurements:

 

FASB ASC Topic 820, Fair Value Measurement, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

 

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurable date

 

Level 2: Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

 

Level 3: Inputs are unobservable for the asset or liability

 

The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

 

The following tables present the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis by level within the fair value hierarchy:

 

September 30, 2021  Level 1   Level 2   Level 3   Total 
Assets:                    
Commodity derivatives  $   $   $   $ 
Liabilities:                    
Commodity derivatives       329,051        329,051 

 

22 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

  

9.Fair value measurements (continued):

 

December 31, 2020  Level 1   Level 2   Level 3   Total 
Assets:                    
Commodity derivatives  $   $41,894   $   $41,894 
Liabilities:                    
Commodity derivatives       59,067        59,067 

 

The Company uses Level 2 inputs to measure the fair value of commodity derivatives. The Company derives internal valuation estimates taking into consideration forward commodity price curves, counterparties' credit ratings, the Company's credit rating, and the time value of money. These valuations are then compared to the respective counterparties' mark-to-market statements. The considered factors result in an estimated exit-price that management believes provides a reasonable and consistent methodology for valuing derivative instruments. The commodity derivative instruments utilized by the Company are not considered by management to be complex, structured, or illiquid. The oil, gas, and NGLs commodity derivative markets are highly active.

 

The fair value measurements of assets acquired and liabilities assumed are measured on a nonrecurring basis. Refer to Note 3 - Mergers, acquisitions and divestitures for additional information on the fair value of assets acquired during the first quarter of 2020. Assets acquired and liabilities assumed under transactions that meet the criteria of a business combination under ASC Topic 805, Business Combinations are recorded at fair value on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs to the valuation of acquired oil and gas properties include estimates of: (i) reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices, including price differentials; (v) future cash flows; and (vi) a market participant-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Company's management at the time of the valuation. The ConocoPhillips Acquisition closed on March 3, 2020 and was not recorded at fair value as of September 30, 2020.

 

23 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

10.Commitments and contingencies:

 

The Company is subject to litigation and claims arising in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount of the loss, or range of loss, can be reasonably estimated. In addition, the Company discloses matters for which the Company believes a material loss is reasonably possible. In the opinion of management, the results of such pending litigation and claims is not likely to have a material effect on the results of operations, financial position, or cash flows of the Company.

 

As of September 30, 2021, the Company had contractual oil and NGLs volume delivery commitments with third parties with an aggregate minimum delivery commitment of 5.5 MMBbl of oil through April of 2025 and 0.5 MMBbl of NGLs through May of 2022. In the event of a delivery shortfall, the Company would make periodic deficiency payments to the third parties. If the Company did not deliver any volumes under these delivery commitments, the Company would expect to incur $2.6 million in deficiency fees over the next three months and an additional $11.7 million through 2025. The Company delivered in excess of all minimum volume commitments during the nine months ended September 30, 2021 and 2020, and the Company does not expect shortfalls within the Company's delivery commitments going forward. The Company also engages in dedicated lease volume commitments for certain producing properties and facilities with third parties, none of which include minimum volume commitments.

 

The Company has the following other commitments as of September 30, 2021:

 

   Expected Future Payments 
(Undiscounted)  2021   2022   2023   2024   2025   Thereafter   Total 
Drilling and field services  $20,030   $5,412   $1,992   $1,992   $1,992   $      –   $31,418 
Information technology   247    1,312    452                2,011 
Operating leases   977    1,656    446    41            3,120 
Total  $21,254   $8,380   $2,890   $2,033   $1,992   $   $36,549 

 

24 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

10.Commitments and contingencies (continued):

  

Expected future payments for drilling and field services are primarily related to the purchase orders for tubular goods as well as drilling rig and well stimulation contracts in 2021. The commitments for information technology contracts represent contractual obligations related to information technology services. Cancellation of certain information technology contracts may require cancellation fees up to 25% of the remaining value on the contract. The Company is committed under various operating lease agreements primarily related to the Company's corporate and field offices and automobile fleet program. The provisions of these lease agreements provide for renewal options and include minimum lease payments under the terms of non-cancelable operating leases. The Company had issued letters of credit in the amount of $12.8 million as of September 30, 2021.

 

11.Related party transactions:

 

(a)Related party notes:

 

Between July 28, 2016 and February 28, 2020, the Company issued a series of notes to CPPIB Crestone Peak Resources Canada Inc., the sole shareholder of the Company. A summary of terms of the notes payable outstanding as of September 30, 2021 and December 31, 2020 are as follows:

 

(i)Series A 5.2% Note was entered on July 28, 2016, for an aggregate principal amount of $115.9 million. The principal amount bears interest at 5.2% annually. Under the terms of the note, interest accrues and is added to the principal balance through July 28, 2022. Subsequent to this date interest is required to be paid in cash. Any unpaid principal and unpaid accrued interest are due July 27, 2026, the maturity date. Any accrued and unpaid interest increases the principal amount of the note and bears interest at 5.2% annually. On July 30, 2021, the Company and CPPIB Crestone Peak Resources Canada Inc. entered into an amendment to the Series A Note which extended the ability to defer accrued interest through July 27, 2026.

 

25 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

11.Related party transactions (continued):

 

(ii)Series B 5.5% Note was entered on July 28, 2016, for an aggregate principal amount of $148.1 million. The principal amount bears interest at 5.5% annually. Under the terms of the note, interest accrues and is added to the principal balance through July 28, 2022. Subsequent to this date interest is required to be paid in cash. Any unpaid principal and unpaid accrued interest are due July 27, 2028, the maturity date. Any accrued and unpaid interest increases the principal amount of the note and bears interest at 5.5% annually. On July 30, 2021, the Company and CPPIB Crestone Peak Resources Canada Inc. entered into an amendment to the Series B Note which extended the ability to defer accrued interest through July 27, 2028.

 

(iii)Series C 4.3% Note was entered on July 28, 2016, for an aggregate principal amount of $50 million. The principal amount bears interest at 4.3% annually. Under the terms of the original note, all interest is accrued and added to the principal balance, which under the original note were due July 27, 2021, the original maturity date. Any accrued and unpaid interest increases the principal amount of the note and bears interest at 4.3% annually. On September 30, 2021, the Company and CPPIB Crestone Peak Resources Canada Inc. entered into an amendment to the Series C Note which extended the maturity date of the principal and related accrued interest to July 27, 2022. On July 30, 2021, the Company and CPPIB Crestone Peak Resources Canada Inc. entered into a second amendment to the Series C Note which extended the maturity date to July 27, 2028, amended the interest rate to 3.11% per annum and extended the ability to defer accrued interest through July 27, 2028. Accordingly, the related balances are reflected as non-current at September 30, 2021 and December 31, 2020 within the condensed consolidated interim balance sheets.

 

(iv)Series E 5.6% Note was entered on October 31, 2018 for an aggregate principal amount of $45.7 million. The principal amount bears interest at 5.6% annually. Any unpaid principal and unpaid accrued interest are due on the maturity date of October 30, 2030.

 

(v)An unsecured promissory note was entered on February 28, 2020 for an aggregate principal amount of $273.3 million. The principal amount bears interest at 6.0% annually. In lieu of paying accrued and unpaid interest in cash on the interest payment date, the Company may at its option, add such interest to the principal amount of the loan as of the interest payment date, which shall thereafter be deemed principal bearing interest at 6.0% annually. Any unpaid principal and unpaid accrued interest are due on the maturity date of February 28, 2030.

 

26 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

11.Related party transactions (continued):

 

As of September 30, 2021 and December 31, 2020, $760.5 million and $728.8 million is included in related party notes on the condensed consolidated interim balance sheets, including accrued interest. For the nine months ended September 30, 2021, the Company has recorded approximately $31.7 million, (2020 - $26.3 million) in interest expense related to the notes in the condensed consolidated interim statements of operations.

 

(b)Due from related party:

 

(i)On June 27, 2018, Crestone Peak Resources LLC (herein referred to as "Lender") entered into a loan agreement with a related party ("Borrower"), who is an Executive Officer of Crestone Peak Resources. The Lender will advance amounts under this loan agreement to fund Borrower's capital commitment regarding Class A unit partnership interest of Crestone Peak Resources LP, but not to exceed $1.8 million in aggregate. The Lender's initial advance in connection with the Borrower's subscription agreement was $0.9 million (unaudited). The loan agreement repayment, including any unpaid principal and interest, becomes due on the later of December 31, 2028 or ten years from the last advance by the Lender. Interest accrues at 3.04% per annum, compounding annually, on the balance of unpaid principal. Borrower can make optional prepayments at any time while noting certain mandatory prepayments would be triggered related to various after-tax proceeds scenarios involving cash, marketable securities, severance, or bonus distributions. The Company recorded $0.8 million in accounts receivable as of September 30, 2021 and December 31, 2020 in connection with the loan. No additional related party advances were made during the nine months ended September 30, 2021 and the year ended December 31, 2020, whether on the existing loan or related to any new loans.

 

(ii)As at September 30, 2021, there was approximately $0.1 million due from CPPIB Crestone Peak Resources Canada Inc. and recorded in accounts receivable (December 31, 2020 - nil).

 

(c)Contribution of related party notes:

 

On October 31, 2021, prior to the closing of the Crestone Peak Merger discussed in Note 1, CPPIB Crestone Peak Resources Canada Inc. contributed to the Company, as a capital contribution and without the issuance of additional shares of the Company, all of the rights, benefits, privileges and obligations with respect to the related party notes mentioned in paragraph (a). The related party notes mentioned in paragraph (a) were deemed cancelled upon such contribution.

 

27 

 

 

CPPIB Crestone Peak Resources America Inc.

Notes to Condensed Consolidated Interim Financial Statements (continued)

(In thousands of United States dollars)

 

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

12.Supplemental schedule of information to the condensed consolidated interim statements of cash flows:

 

The following table supplements the cash flow information presented in the Interim Financial Statements for the periods presented:

 

   Nine months ended 
  September 30, 
   2021    2020 
Cash interest paid  $6,357   $9,971 
Non-cash operating activities:          
Production taxes payable       11,203 
Non-cash investing activities:          
Capital expenditure accounts payables and accruals   25,392    8,195 

 

13.Subsequent events:

 

The Company has evaluated subsequent events through to March 14, 2022, the date the Interim Financial Statements were issued. Based on this evaluation, it was determined that other than as discussed within Notes 1, 3(a) and 11(c) no subsequent events occurred that require recognition or additional disclosure in the Interim Financial Statements.

 

28 

 

 

Exhibit 99.4

 

EXTRACTION OIL & GAS, INC.

Consolidated Financial Statements and Notes

For the Years Ended December 31, 2020 and 2019

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of Civitas Resources, Inc. and Stockholder of Extraction Oil & Gas, Inc.

 

Opinion on the Financial Statements

 

We have audited the consolidated statements of operations, of changes in stockholders’ equity (deficit) and noncontrolling interest and of cash flows of Extraction Oil & Gas, Inc. and its subsidiaries (the “Company”) for the years ended December 31, 2020 and 2019, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the years ended December 31, 2020 and 2019 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers LLP

 

Denver, Colorado

March 18, 2021

 

We served as the Company's auditor from 2014 to 2021.

 

 

 

 

EXTRACTION OIL & GAS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Debtor-In-Possession)

(In thousands, except per share data)

 

   For the Year Ended December 31, 
   2020   2019 
Revenues:          
Oil sales  $382,526   $721,429 
Natural gas sales   96,701    108,873 
NGL sales   77,204    75,072 
Gathering and compression   1,473    1,261 
Total Revenues   557,904    906,635 
Operating Expenses:          
Lease operating expenses   77,836    97,254 
Midstream operating expenses   3,935    2,258 
Transportation and gathering   138,552    53,140 
Production taxes   29,038    68,182 
Exploration and abandonment expenses   258,932    88,794 
Depletion, depreciation, amortization and accretion   332,319    524,537 
Impairment of long lived assets and goodwill   208,463    1,337,996 
(Gain) loss on sale of property and equipment and assets of unconsolidated subsidiary   (122)   421 
General and administrative expenses   55,182    98,845 
Other operating expenses   79,615     
Total Operating Expenses   1,183,750    2,271,427 
Operating Income (Loss)   (625,846)   (1,364,792)
Other Income (Expense):          
Commodity derivatives gain (loss)   164,968    (37,107)
Loss on deconsolidation of Elevation Midstream, LLC   (73,139)    
Reorganization items, net   (676,855)    
Interest expense (1)   (57,143)   (79,232)
Other income   481    4,535 
Total Other Expense   (641,688)   (111,804)
Income (Loss) Before Income Taxes   (1,267,534)   (1,476,596)
Income tax (expense) benefit       109,176 
Net Income (Loss)  $(1,267,534)  $(1,367,420)
Net income attributable to noncontrolling interest   6,160    19,992 
Net Income (Loss) Attributable to Extraction Oil & Gas, Inc.   (1,273,694)   (1,387,412)
Adjustments to reflect Series A Preferred Stock dividends and accretion of discount   (16,115)   (19,436)
Net Income (Loss) Available to Common Shareholders, Basic and Diluted  $(1,289,809)  $(1,406,848)
           
Net Income (Loss) Per Common Share—Note 15          
Basic and diluted  $(9.34)  $(9.29)
Weighted Average Common Shares Outstanding          
Basic and diluted   138,149    151,481 

 

(1) Absent the automatic stay described in Note 7—Long-Term Debt, interest expense for the year ended December 31, 2020 would have been $94.5 million.

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

EXTRACTION OIL & GAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Debtor-In-Possession)

(In thousands)

 

   For the Year Ended December 31, 
   2020   2019 
Cash flows from operating activities:          
Net income (loss)  $(1,267,534)  $(1,367,420)
Reconciliation of net income (loss) to net cash provided by operating activities:          
Depletion, depreciation, amortization and accretion   332,319    524,537 
Abandonment of unproved properties   253,142    73,729 
Impairment of long lived assets and goodwill   208,463    1,337,996 
(Gain) loss on sale of property and equipment   (122)   1,431 
Gain on sale of assets of unconsolidated subsidiary       (1,010)
Gain on repurchase of 2026 Senior Notes       (10,486)
Amortization of debt issuance costs and debt discount   3,685    5,482 
Non-cash lease expenses   11,724    11,146 
Non-cash reorganization items, net   10,636     
Contract asset   12,317    24,700 
(Gain) loss on commodity derivatives   (164,968)   37,107 
Settlements on commodity derivatives   89,800    (678)
Premiums paid on commodity derivatives       (2,852)
Loss on deconsolidation of Elevation Midstream, LLC   73,139     
Earnings in unconsolidated subsidiaries   (480)   (2,285)
Distributions from unconsolidated subsidiary       3,200 
Deferred income tax expense (benefit)       (109,176)
Stock-based compensation   6,511    43,954 
Changes in current assets and liabilities:          
Accounts receivable—trade   16,900    3,630 
Accounts receivable—oil, natural gas and NGL sales   41,674    (12,996)
Inventory, prepaid expenses and other   (17,555)   (332)
Accounts payable and accrued liabilities   87,228    (5,753)
Accrued damages for rejected and settled contracts   582,439     
Revenue payable   (147)   (7,598)
Production taxes payable   (3,631)   40,957 
Accrued interest payable   11,743    (1,624)
Asset retirement expenditures   (21,308)   (27,702)
Net cash provided by operating activities   265,975    557,957 
Cash flows from investing activities:          
Oil and gas property additions   (249,984)   (635,853)
Sale of property and equipment   14,420    56,305 
Gathering systems and facilities additions, net of cost reimbursements   4,193    (202,513)
Other property and equipment additions   (3,697)   (39,090)
Investment in unconsolidated subsidiaries   (10,033)   (30,012)
Sale of assets of unconsolidated subsidiary       1,010 
Net cash used in investing activities   (245,101)   (850,153)
Cash flows from financing activities:          
Borrowings under Prior Credit Facility   200,500    465,000 
Repayments under Prior Credit Facility   (70,000)   (280,000)
Borrowings under DIP Credit Facility   35,000     
Repayments under DIP Credit Facility   (3,273)    
Repurchase of 2026 Senior Notes       (39,325)
Repurchase of common stock       (137,743)
Payment of employee payroll withholding taxes   (120)   (1,851)
Debt issuance costs and other financing fees   (1,745)   (2,104)
Dividends on Series A Preferred Stock       (10,885)
Proceeds from issuance of Preferred Units       99,000 
Preferred Unit issuance costs       (2,500)
Net cash provided by financing activities   160,362    89,592 
Effect of deconsolidation of Elevation Midstream, LLC   (7,728)    
Increase (decrease) in cash, cash equivalents and restricted cash   173,508    (202,604)
Cash, cash equivalents and restricted cash at beginning of period   32,382    234,986 
Cash, cash equivalents and restricted cash at end of the period  $205,890   $32,382 
Supplemental cash flow information:          
Property and equipment included in accounts payable and accrued liabilities  $14,878   $118,152 
Cash paid for interest   47,032    93,084 
Cash paid for reorganization items   34,356     
Preferred Units commitment fees and dividends paid-in-kind   6,160    19,992 
Series A Preferred Stock dividends paid-in-kind   8,749    4,632 
Accretion of beneficial conversion feature of Series A Preferred Stock   7,366    6,640 
Derivative unwinds decreasing Prior Credit Facility   96,065     
Draw on letter of credit increasing Prior Credit Facility   24,311     

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

EXTRACTION OIL & GAS, INC. 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) AND NONCONTROLLING INTEREST 

(Debtor-In-Possession) 

(In thousands)

 

   Common Stock   Treasury Stock   Additional       Extraction Oil &
Gas, Inc.
   Noncontrolling
Interest
   Total 
   Shares   Amount   Shares   Amount   Paid in
Capital
   (Accumulated
Deficit)
   Stockholders’
Equity (Deficit)
   Amount   Stockholders’
Equity (Deficit)
 
Balance at January 1, 2019   176,210   $1,678    4,543   $(32,737)  $2,153,661   $(375,788)  $1,746,814   $147,872   $1,894,686 
Preferred Units issued                               99,000    99,000 
Preferred Units issuance costs                               (2,500)   (2,500)
Preferred Units commitment fees and dividends paid-in-kind                   (19,992)       (19,992)   19,992     
Stock-based compensation                   44,001        44,001        44,001 
Series A Preferred Stock dividends                   (12,796)       (12,796)       (12,796)
Accretion of beneficial conversion feature on Series A Preferred Stock                   (6,640)       (6,640)       (6,640)
Repurchase of common stock       (342)   34,316    (137,401)           (137,743)       (137,743)
Restricted stock issued, net of tax withholdings and other   307                (1,851)       (1,851)       (1,851)
Net loss                       (1,367,420)   (1,367,420)       (1,367,420)
Balance at December 31, 2019   176,517   $1,336    38,859   $(170,138)  $2,156,383   $(1,743,208)  $244,373   $264,364   $508,737 
Preferred Units commitment fees and dividends paid-in-kind                   (6,160)       (6,160)   6,160     
Stock-based compensation                   6,511        6,511        6,511 
Series A Preferred Stock dividends                   (8,749)       (8,749)       (8,749)
Accretion of beneficial conversion feature on Series A Preferred Stock                   (7,366)       (7,366)       (7,366)
Restricted stock issued, net of tax withholdings and other   714                (120)       (120)       (120)
Cancellation of Performance Stock Awards - Note 13   (1,783)                                
Net loss                       (1,267,534)   (1,267,534)       (1,267,534)
Effects of deconsolidation of Elevation Midstream, LLC                               (270,524)   (270,524)
Balance at December 31, 2020   175,448   $1,336    38,859   $(170,138)  $2,140,499   $(3,010,742)  $(1,039,045)  $   $(1,039,045)

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

EXTRACTION OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1—Business and Organization

 

Extraction Oil & Gas, Inc. (the “Company” or “Extraction”) is an independent oil and gas company focused on the acquisition, development and production of oil, natural gas and natural gas liquids (“NGLs”) reserves in the Rocky Mountain region, primarily in the Wattenberg Field of the Denver-Julesburg Basin (the “DJ Basin”) of Colorado.

 

As described in the section below titled Voluntary Reorganization under Chapter 11 of the Bankruptcy Code, during the second quarter of 2020, the Company filed for bankruptcy and, as a result, was delisted from the NASDAQ Global Select Market on June 25, 2020 and began trading on the Pink Open Market under the symbol “XOGAQ.”

 

As described in the section below titled Emergence from Chapter 11 Bankruptcy, on January 20, 2021 the Company emerged from bankruptcy as a reorganized entity and, as a result, was relisted on the NASDAQ Global Select Market on January 21, 2021 and began trading under the symbol “XOG.”

 

To facilitate our financial statement presentations, the Company refers to the post-emergence reorganized company in these consolidated financial statements and footnotes as the Successor Company for periods subsequent to January 20, 2021 and to the pre-emergence company as the Predecessor Company for periods on or prior to January 20, 2021.

 

Voluntary Reorganization under Chapter 11 of the Bankruptcy Code

 

As previously disclosed, on June 14, 2020 (the “Petition Date”), Extraction and its wholly owned subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases (the “Chapter 11 Cases”) were jointly administered under the caption In re Extraction Oil & Gas., et al. Case No. 20-11548 (CSS).

 

While in Chapter 11, the Debtors continued to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

 

The commencement of a voluntary proceeding in bankruptcy constituted an immediate event of default under the Predecessor Credit Agreement (as defined in Note 7—Long-Term Debt) and the indentures governing the Company’s Senior Notes (as defined in Note 2—Basis of Presentation and Significant Accounting Policies), resulting in the automatic and immediate acceleration of all of the Company’s debt outstanding under the Predecessor Credit Agreement and Senior Notes. The Prior Credit Facility (as defined in Note 7—Long-Term Debt) was not classified as liabilities subject to compromise because it was fully secured and unimpaired before being paid off as part of the Company’s emergence from bankruptcy described below. Pursuant to the Bankruptcy Code and as described in Note 7—Long-Term Debt, the filing of the Chapter 11 Cases automatically stayed most actions against the Debtors, including most actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors’ property.

 

Plan, Disclosure Statement, and Backstop Commitment Agreement

 

On July 30, 2020, the Debtors filed a proposed Plan of Reorganization (as amended, modified, or supplemented from time to time, the “Plan”) and related Disclosure Statement (as amended or modified, the “Disclosure Statement”) describing the Plan and the solicitation of votes to approve the same from certain of the Debtors’ creditors with respect to the Chapter 11 Cases. Subsequently on October 22, 2020 and November 5, 2020, the Debtors filed first and second amendments, respectively, to the Disclosure Statement. The hearing to consider approval of the Disclosure Statement was held on November 6, 2020. On November 6, 2020, the Bankruptcy Court approved the adequacy of the Disclosure Statement and the Debtors commenced a solicitation process to receive votes on the Plan. Pursuant to the terms of the Plan and as described in the Disclosure Statement, the Debtors also commenced a rights offering (the “Equity Rights Offering”), which was backstopped by certain holders of the Senior Notes. On November 6, 2020, the Bankruptcy Court approved the Backstop Commitment Agreement (the “Backstop Commitment Agreement”), which provided a commitment of $200 million. The hearing on the confirmation of the Plan was held on December 23, 2020, in which the Plan was approved.

 

 

 

 

Emergence from Chapter 11 Bankruptcy

 

On December 23, 2020, the Company filed the Sixth Amended Joint Plan of Reorganization of Extraction Oil & Gas, Inc. pursuant to Chapter 11 of the Bankruptcy Code. Also on December 23, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan. The Plan is attached to the Confirmation Order as Exhibit A. The sixth-amended Plan and the Confirmation Order were previously filed as Exhibits 2.1 and 99.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 30, 2020. On January 20, 2021 (the “Emergence Date”) the Plan became effective in accordance with its terms and the Company emerged from the Chapter 11 Cases. On the Emergence Date and pursuant to the Plan:

 

The Company amended and restated its certificate of incorporation and bylaws;

 

The Company constituted a new board of directors;

 

The Company appointed a new Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer;

 

The Company issued new common stock in the Successor Company (the “New Common Stock”) and New Warrants (as defined in Note 11—Equity):

 

2,832,833 shares of New Common Stock pro rata to holders of the 2024 Notes;

 

4,854,017 shares of New Common Stock pro rata to holders of the 2026 Notes;

 

179,472 shares of New Common Stock, 1,454,832 Tranche A Warrants to purchase 1,454,832 shares of New Common Stock and 727,420 Tranche B Warrants to purchase 727,420 shares of New Common Stock pro rata to holders of the Predecessor Company’s Series A Preferred Stock (the “Predecessor Preferred Stock”) outstanding prior to the Emergence Date;

 

179,496 shares of New Common Stock, 1,454,854 Tranche A Warrants to purchase 1,454,854 shares of New Common Stock and 727,443 Tranche B Warrants to purchase 727,443 shares of New Common Stock pro rata to holders of the Predecessor Company’s existing common stock (the “Predecessor Common Stock”) outstanding prior to the Emergence Date;

 

1,169,322 shares of New Common Stock to commitment parties under the Backstop Commitment Agreement in respect of the commitment premium due thereunder;

 

844,760 shares of New Common Stock to the commitment parties under the Backstop Commitment Agreement in connection with their backstop obligation thereunder to purchase unsubscribed shares of New Common Stock;

 

11,478,670 shares of New Common Stock were issued to participants in the Equity Rights Offering extended by the Company to the applicable classes under the Plan (including to the commitment parties party to the Backstop Commitment Agreement); and

 

13,392 shares of New Common Stock were issued to participants in rights offering extended by the Company to certain holders of general unsecured claims.

 

 

 

 

The Company entered into the RBL Credit Facility (as defined in Note 7—Long-Term Debt—RBL Credit Facility);

 

The Company terminated the Prior Credit Facility (as defined in Note 7—Long-Term Debt—Prior Credit Facility), and the holders of claims under the Prior Credit Facility each received its ratable portion of the RBL Credit Facility for its allowed claims. All liens and security interests granted to secure such obligations were automatically terminated and are of no further force and effect;

 

The Company terminated the DIP Credit Facility (as defined in Note 7—Long-Term Debt—DIP Credit Facility), and the holders of claims under the DIP Credit Facility received payment in full, in cash, for allowed claims. All liens and security interests granted to secure such obligations were automatically terminated and are of no further force and effect;

 

The holders of certain trade claims, administrative claims, other secured claims and other priority claims that were allowed by the Bankruptcy Court received payment in full in cash upon emergence or through the ordinary course of business after the Emergence Date.

 

Tax Attributes and Net Operating Loss (“NOL”) Carryforwards

 

As of December 31, 2020, the Company had substantial tax NOL carryforwards and other tax attributes. Under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), our ability to use these NOLs and other tax attributes may be limited if the Company experiences an “ownership change,” as determined under Section 382 of the Code. Accordingly, on July 13, 2020, the Company obtained a final order from the Bankruptcy Court that was intended to prevent an ownership change during the pendency of the Chapter 11 Cases and therefore protect the Company’s ability to use its tax attributes by imposing certain notice procedures and transfer restrictions on the trading of the Company’s Predecessor Common Stock and Predecessor Preferred Stock.

 

In general, the order applied to any person or entity that, directly or indirectly, beneficially owned (or would beneficially own as a result of a proposed transfer) at least 4.5% of the Company’s common stock or preferred stock. Such persons were required to notify the Company and the Bankruptcy Court before effecting a transaction involving the Company’s Predecessor Common Stock and Predecessor Preferred Stock, and the Company had the right to seek an injunction to prevent the transaction if it might have adversely affected the Company’s ability to use its tax attributes. The order also required any person or entity that, directly or indirectly, beneficially owned at least 50% of the Company’s Predecessor Common Stock and Predecessor Preferred Stock to notify the Company and the Bankruptcy Court prior to claiming any deduction for worthlessness of the Company’s Predecessor Common Stock and Predecessor Preferred Stock for a tax year ending before the Company’s emergence from chapter 11 protection and the Company had the right to seek an injunction to prevent the transaction if it might have adversely affected the Company’s ability to use its tax attributes.

 

Any purchase, sale or other transfer of, or any claim of a deduction for worthlessness with respect to, the Company’s Predecessor Common Stock and Predecessor Preferred Stock in violation of the restrictions of the order would have been null and void ab initio as an act in violation of a Bankruptcy Court order and would therefore have conferred no rights on a proposed transferee or such holder, as applicable.

 

However, the Company expects that it will be required to substantially reduce or eliminate certain of its tax attributes, including NOL carryforwards, as a result of cancellation of indebtedness income realized in connection with the Chapter 11 Cases. Additionally, the consummation of the Plan on the Emergence Date resulted in an “ownership change” under Section 382 of the Code. Absent an applicable exception, if a corporation undergoes an “ownership change,” the amount of its pre-ownership change NOLs that may be utilized to offset future taxable income generally will be subject to an annual limitation equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate, plus an additional amount calculated based on certain “built in gains” in its assets that may be deemed to be realized within a 5-year period following any ownership change. This limitation, in the case of the ownership change that occurred as a result of the consummation of the Plan, will be subject to additional rules under Sections 382(l)(5) or (l)(6) of the Code, depending upon whether we are eligible for the application of Section 382(l)(5) of the Code and, if so eligible, whether we affirmatively elect not to apply Section 382(l)(5) of the Code. As a result of such limitation, the Company’s ability to utilize any NOLs or other tax attributes that are not eliminated as a result of cancellation of indebtedness income arising from the consummation of the Plan may be materially limited in the future.

 

 

 

 

Fresh-Start Reporting

 

Upon the Emergence Date, we began our assessment of our qualifications for fresh-start reporting. In order to qualify for fresh-start reporting, under Accounting Standards Codification (“ASC”) Topic 852 — Reorganizations, (i) the holders of existing voting shares of the Company prior to its emergence must receive less than 50% of the voting shares of the Company outstanding following its emergence from bankruptcy and (ii) the reorganization value of our assets immediately prior to confirmation of the plan of reorganization must be less than the post-petition liabilities and allowed claims. If we qualify for fresh-start reporting, a new reporting entity will be considered to have been created, and, as a result, the Company will allocate the reorganization value of the Company to its individual assets, including property, plant and equipment, based on their estimated fair values. The process of estimating the fair value of the Company’s assets, liabilities and equity upon emergence is currently ongoing and, therefore, neither the amounts nor the qualification for this accounting treatment have been finalized. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the Bankruptcy Court to be in the range of $875 million to $1.275 billion. On the Emergence Date, pursuant to the terms of the Plan, the Successor Company entered into a $1.0 billion reserve-based credit agreement with an initial borrowing base of $500.0 million. Please see Note 7—Long-Term Debt for discussion of the Successor Company’s debt.

 

Deconsolidation of Elevation Midstream, LLC

 

Elevation Midstream, LLC (“Elevation”), a Delaware limited liability company, is focused on the construction and operation of gathering systems and facilities to serve the development of acreage in the Company’s Hawkeye and Southwest Wattenberg areas.

 

During the first quarter of 2020, Elevation’s then non-controlling interest owner, which owned 100% of Elevation’s preferred stock, per contractual agreement, expanded Elevation’s then five member board of managers by four seats and filled them with managers of their choosing (the “Board Expansion”). Because Extraction had the right to appoint only three of the managers of Elevation before and after Board Expansion, Extraction determined the Company had lost voting control of Elevation, and on March 16, 2020 deconsolidated Elevation and began accounting for the entity as an equity method investment. Though Extraction determined control of Elevation was lost under the voting interest model of consolidation, the Company also determined significant influence was not lost due to (1) Extraction owning 100% of the common stock, (2) Extraction appointing three of the nine managers of Elevation and (3) Extraction’s continuing involvement in the day-to-day operation of Elevation through a management services agreement. Because Extraction also determined the Company is not the primary beneficiary, Elevation Midstream, LLC is not a variable interest entity.

 

Extraction elected the fair value option to remeasure the Elevation equity method investment and determined it had no fair value. The Company recorded a $73.1 million loss on deconsolidation of the investment in the consolidated statements of operations for the three months ended March 31, 2020. Also during the three months ended March 31, 2020, Elevation determined certain gathering systems and facilities were impaired by $50.3 million as a result of the abandonment of certain projects. In accordance with ASC Topic 323-10-35-20: Investments—equity method and joint ventures, Extraction discontinued applying the equity method for Elevation as the impairment charge would have reduced the investment below zero.

 

On May 1, 2020, Elevation’s board of managers issued 1,530,000,000 common units at a price of $0.01 per unit to certain of Elevation’s members other than Extraction (the “Capital Raise”). The Capital Raise caused Extraction’s ownership of Elevation to be diluted to less than 0.01%. As a result of the Capital Raise, beginning in May 2020 Extraction began accounting for Elevation under the cost method of accounting. In December 2020, the Company reached a settlement with Elevation (as discussed in Note 15—Commitments and Contingencies — Elevation Gathering Agreements) which was approved by the Bankruptcy Court. As part of the settlement, the Company relinquished its remaining ownership in Elevation and has no more interest in Elevation as of December 31, 2020.

 

 

 

 

Note 2—Basis of Presentation and Significant Accounting Policies

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company, including its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements included herein were prepared from the records of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of assumptions, judgments and estimates include (1) oil and gas reserves; (2) cash flow estimates used in impairment testing of oil and gas properties and goodwill; (3) depreciation, depletion, amortization and accretion; (4) asset retirement obligations; (5) assigning fair value and allocating purchase price in connection with business combinations, including the determination of any resulting goodwill; (6) accrued revenue and related receivables; (7) valuation of commodity derivative instruments; (8) accrued liabilities; (9) valuation of stock-based payments, and (10) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable under the circumstances.

 

Significant Accounting Policies

 

Beginning after the Petition Date, the Company has applied ASC Topic 852 — Reorganizations in preparing the consolidated financial statements. ASC 852 requires the financial statements, for periods subsequent to the Chapter 11 Cases’ filing date, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses incurred during the bankruptcy proceedings, including unamortized debt issuance costs associated with debt classified as liabilities subject to compromise, are recorded as reorganization items. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts.

 

GAAP requires certain additional reporting for financial statements prepared between the Petition Date and the date that the Company emerges from bankruptcy, including:

 

Segregation of reorganization items as a separate line in the consolidated statements of operations outside of income from continuing operations.

 

Debtor-In-Possession

 

As of December 31, 2020, the Debtors operated as debtors in possession in accordance with the applicable provisions of the Bankruptcy Code. The Bankruptcy Court approved motions filed by the Debtors that were designed primarily to mitigate the impact of the Chapter 11 Cases on the Company’s operations, customers and employees. As a result, the Company conducted normal business activities during 2020 and paid all associated obligations for the period following its bankruptcy filing in the ordinary course of business and was authorized to pay and have paid certain pre-petition obligations, including, among other things, for employee wages and benefits and certain goods and services provided. During the Chapter 11 Cases, transactions outside the ordinary course of business required prior approval of the Bankruptcy Court.

 

Automatic Stay

 

Subject to certain specific exceptions under the Bankruptcy Code, the Chapter 11 Cases automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code.

 

 

 

 

Executory Contracts

 

Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assign, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Please refer to Note 15—Commitments and Contingencies — Delivery Commitments for more information.

 

Potential Claims

 

The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by the bar date of August 14, 2020. As of March 9, 2021, the Debtors’ have received approximately 2,600 proofs of claim, primarily representing general unsecured claims, for an amount of approximately $5.8 billion. The Bankruptcy Court does not allow for claims that have been acknowledged as duplicates. Approximately 1,100 claims totaling approximately $4.2 billion have been withdrawn, disallowed or are pending approval to be disallowed. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In light of the substantial number of claims filed, the claims resolution process may take considerable time to complete and is continuing even after the Debtors emerged from bankruptcy.

 

Reorganization Items, Net

 

The Debtors have incurred and will continue to incur significant costs associated with the reorganization, primarily from damages for rejected or settled contracts and legal and professional fees. The amount of these costs, which since the Petition Date, are being expensed as incurred, are expected to significantly affect the Company’s results of operations. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as reorganization items within the Company’s accompanying consolidated statements of operations for the year ended December 31, 2020. Please refer to Note 5—Reorganization Items, Net for more information.

 

Other Operating Expenses

 

Other operating expenses were $79.6 million for the year ended December 31, 2020. There were no other operating expenses for the year ended December 31, 2019. The total amount in the current year is made up of the following:

 

$46.8 million loss contingency from an alleged breach in contract stemming from a purported failure to complete the pipeline extensions connecting certain wells to the Badger central gathering facility prior to April 1, 2020. Please see Note 15—Commitments and Contingencies for further details.

 

$4.2 million of accrued interest related to the aforementioned alleged breach in contract.

 

$13.2 million early termination penalty for the revenue contract terminated in June 2020. Please see the section Contract Balances below for further details.

 

$7.6 million of expenses related to workforce reductions in February and May 2020.

 

$4.1 million of interest expense on unpaid production taxes recorded in the last half of 2020.

 

$2.4 million of expenses related to drilling rig standby charges during the second quarter of 2020.

 

$1.3 million of expenses related to legal accruals and other.

 

 

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased.

 

Accounts Receivable

 

The Company records estimated oil and gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners in accounts receivable. The Company generally has the ability to withhold future revenue disbursements to recover non-payment of joint interest billings. On an on-going basis, management reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables based on expected losses. The Company did not record any allowance for uncollectible receivables as of December 31, 2020 and 2019.

 

Credit Risk and Other Concentrations

 

The Company’s cash and cash equivalents are exposed to concentrations of credit risk. The Company manages and controls this risk by investing these funds with major financial institutions. The Company often has balances in excess of the federally insured limits.

 

The Company sells oil, natural gas and NGL to various types of customers, including oil marketers, pipelines and refineries. Credit is extended based on an evaluation of the customer’s financial conditions and historical payment record. The future availability of a ready market for oil, natural gas and NGL depends on numerous factors outside the Company’s control, none of which can be predicted with certainty. For the years ended December 31, 2020 and 2019, the Company had the following customers that exceeded 10% of total oil, natural gas and NGL revenues. The Company does not believe the loss of any single purchaser would materially impact its operating results because crude oil, natural gas and NGL are fungible products with well-established markets and numerous purchasers.

 

   For the Year Ended December 31, 
   2020   2019 
Customer A   28%   77%
Customer B   16%   <10%
Customer C   12%   <10%
Customer D   <10%   <10%

 

At December 31, 2020, the Company had commodity derivative contracts with two counterparties, both of which are lenders under the Predecessor Credit Agreement. The Company does not require collateral or other security from counterparties to support derivative instruments; however, to minimize the credit risk in derivative instruments, it is the Company’s policy to enter into derivative contracts only with counterparties that are credit worthy financial institutions deemed by management as competent and competitive market-makers. Additionally, the Company uses master netting agreements to minimize credit-risk exposure. The credit worthiness of the Company’s counterparties is subject to periodic review. For the years ended December 31, 2020 and 2019, the Company did not incur any losses with respect to counterparty contracts. None of the Company’s existing derivative instrument contracts contains credit-risk related contingent features.

 

 

 

 

Inventory, Prepaid Expenses and Other

 

The Company records well equipment inventory at the lower of cost or net realizable value. Prepaid expenses are recorded at cost. Inventory, prepaid expenses and other are comprised of the following (in thousands):

 

   As of December 31, 
   2020   2019 
Well equipment inventory  $11,989   $20,960 
Prepaid expenses   8,456    5,793 
Line fill   14,115     
Deposits   1,822     
Contractual asset under ASC 606       9,949 
   $36,382   $36,702 

 

The Company recognized impairment expense on well equipment inventory in the amount of $2.1 million for the year ended December 31, 2020. No such impairment expense was recognized for the year ended December 31, 2019.

 

Oil and Gas Properties

 

The Company follows the successful efforts method of accounting for oil and gas properties. Under this method of accounting, all property acquisition costs and development costs are capitalized when incurred and depleted on a units-of-production basis over the remaining life of proved reserves and proved developed reserves, respectively. For the years ended

December 31, 2020 and 2019, the Company excluded $129.1 million and $149.7 million, respectively, of capitalized costs from depletion related to wells in progress. For the years ended December 31, 2020 and 2019, the Company recorded depletion expense on capitalized oil and gas properties of $321.0 million and $513.7 million, respectively.

 

The costs of exploratory wells are initially capitalized pending a determination of whether proved reserves have been found. At the completion of drilling activities, the costs of exploratory wells remain capitalized if a determination is made that proved reserves have been found. If no proved reserves have been found, the costs of exploratory wells are charged to expense. In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and evaluation of the wells. Costs incurred for exploratory wells that find reserves that cannot yet be classified as proved are capitalized if (a) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (b) sufficient progress in assessing the reserves and the economic and operating viability of the project has been made. The status of suspended well costs is monitored continuously and reviewed at each period end. Due to the capital-intensive nature and the geological characteristics of certain projects, it may take an extended period of time to evaluate the future potential of an exploration project and the economics associated with making a determination of its commercial viability. As of December 31, 2020 and 2019, the Company had no suspended well costs.

 

Geological and geophysical costs are expensed as incurred. Costs of seismic studies that are utilized in development drilling within an area of proved reserves are capitalized as development costs. Amounts of seismic costs capitalized are based on only those blocks of data used in determining development well locations. To the extent that a seismic project covers areas of both developmental and exploratory drilling, those seismic costs are proportionately allocated between development costs and exploration expense. The Company expensed $0.2 million of costs associated with exploratory geological and geophysical costs for the both the years ended December 31, 2020 and 2019.

 

The Company capitalizes interest, if debt is outstanding, during drilling operations in its exploration and development activities. For the years ended December 31, 2020 and 2019, the Company capitalized interest of approximately $5.3 million and $7.2 million, respectively.

 

Net carrying values of retired, sold or abandoned properties that constitute less than a complete unit of depreciable property are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized in income. Gains or losses from the disposal of complete units of depreciable property are recognized to earnings.

 

 

 

 

For sales of entire working interests in unproved properties, gain or loss is recognized to the extent of the difference between the proceeds received and the net carrying value of the property. Proceeds from sales of partial interests in unproved properties are accounted for as a recovery of costs unless the proceeds exceed the entire cost of the property.

 

Impairment of Oil and Gas Properties

 

Proved oil and gas properties are reviewed for impairment annually or when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. For all of its fields, the Company estimates the expected future cash flows of its oil and gas properties and compares these undiscounted cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will write down the carrying amount of the oil and gas properties to fair value. The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, estimated future capital expenditures, estimated future operating costs, and discount rates commensurate with the risk associated with realizing the projected cash flows. Impairment expense for proved oil and gas properties is reported in impairment of long lived assets and goodwill in the consolidated statements of operations, which increases accumulated depletion, depreciation and amortization. For the year ended December 31, 2020, the Company recognized $3.6 million related to impairment of the proved oil and gas properties in our northern field and $194.3 million related to oil and gas properties in one of our Core DJ Basin fields, as the fields’ fair values did not exceed the carrying amounts associated with our oil and gas properties. For the year ended December 31, 2019, the Company recognized $14.5 million related to impairment of the proved oil and gas properties in its northern field and $1.3 billion related to assets in its Core DJ Basin field as the field’s fair values did not exceed the carrying amounts associated with its proved oil and gas properties.

 

Unproved oil and gas properties consist of costs to acquire unevaluated leases as well as costs to acquire unproved reserves. The Company evaluates significant unproved oil and gas properties for impairment based on remaining lease term, drilling results, reservoir performance, seismic interpretation or future plans to develop acreage. When successful wells are drilled on undeveloped leaseholds, unproved property costs are reclassified to proved properties and depleted on a unit-of-production basis. Impairment expense and lease extension payments for unproved properties is reported in exploration and abandonment expenses in the consolidated statements of operations. As a result of the abandonment of unproved properties, the Company recognized $253.1 million and $73.7 million of abandonment expense for the years ended December 31, 2020 and 2019, respectively.

 

Other Property and Equipment

 

Other property and equipment consists of (i) compressors, compressor stations, central tank batteries and disposal well facilities used in Extraction’s oil and gas operations, (ii) land, (iii) rights of ways, pipeline and engineering costs, (iv) office leasehold improvements, (v) the field office, and (vi) other property and equipment including office furniture and fixtures and computer hardware and software. Impairment expense for other property and equipment is reported in impairment of long lived assets and goodwill in the consolidated statements of operations. No impairment expense was incurred related to midstream facilities for the year ended December 31, 2020. The Company recognized $0.1 million in impairment expense related to midstream facilities for the year ended December 31, 2019, which increased accumulated depreciation recognized in other property and equipment, net of accumulated depreciation. These impairment expenses were primarily the result of right-of-way options that were no longer in the Company’s plans for developing midstream infrastructure. The gain or loss on the sale of other property and equipment is reported in gain (loss) on sale of property and equipment and assets of unconsolidated subsidiary in the consolidated statements of operations. The Company recognized $4.5 million, $3.1 million and $0.8 million of impairment expense related to land, midstream facilities and rental equipment, respectively, for the year ended December 31, 2020. The Company also wrote off $2.6 million of leasehold improvements during the year ended December 31, 2020 due to a consolidation of leased office space.

 

 

 

 

The estimated useful lives of those assets depreciated under the straight-line method are as follows:

 

Rental equipment   1-10 years 
Office leasehold improvements   3-10 years 
Field office   30 years 
Other   3-5 years 

 

Other property and equipment is comprised of the following (in thousands): 

   As of December 31, 
   2020   2019 
Rental equipment  $3,251   $4,043 
Land   39,788    42,273 
Right-of-ways and pipeline   8,008    8,008 
Office leasehold improvements   4,390    7,009 
Field office   18,447    18,317 
Other   8,604    8,884 
Less: accumulated depreciation and impairment charges   (25,787)   (15,992)
   $56,701   $72,542 

 

Gathering Systems and Facilities

 

Gathering systems and facilities consisted of midstream assets such as land, rights of way, pipelines, equipment and construction and engineering costs associated with the construction of pipeline infrastructure to serve the development of the Company’s acreage in its Hawkeye and Southwest Wattenberg areas. As discussed in Note 1 — Business and Organization — Deconsolidation of Elevation Midstream, LLC, during the first quarter of 2020 the Company deconsolidated Elevation Midstream, LLC.

 

Gathering systems and facilities is comprised of the following (in thousands):

   As of December 31, 
   2020   2019 
Gathering systems and facilities  $   $314,906 
Land associated with gathering systems and facilities       2,188 
Less: accumulated depreciation       (1,317)
   $   $315,777 

 

Gathering systems and facilities balances are evaluated for potential impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable from expected undiscounted cash flows from the use and eventual disposition of an asset. If the carrying amount of the asset is not expected to be recoverable from future undiscounted cash flows, an impairment may be recognized. Any impairment is measured as the excess of the carrying amount of the asset over its estimated fair value.

 

In assessing gathering systems and facilities assets for impairment, management evaluates changes in business and economic conditions and their implications for recoverability of the assets’ carrying amounts. The measure of impairments to be recognized, if any, depends upon management’s estimate of the asset’s fair value, which may be determined based on the estimates of future net cash flows or values at which similar assets were transferred in the market in recent transactions, if such data is available. Gathering systems and facilities are recorded at historical cost and depreciated using the straight-line method over 30 years.

 

 

 

 

In March 2020, Elevation determined certain gathering systems and facilities were impaired by $50.3 million as a result of the abandonment of certain projects. In accordance with ASC Topic 323-10-35-20: Investments—equity method and joint ventures, Extraction discontinued applying the equity method investment for Elevation as the impairment charge would have reduced the investment below zero. For further information on the deconsolidation of Elevation Midstream, LLC, please see Note 1 - Business and Organization — Deconsolidation of Elevation Midstream, LLC. No impairment expense was recognized for the year ended December 31, 2019 associated with gathering systems and facilities.

 

Equity Method Investments

 

Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the equity method of accounting. The Company recognized $0.5 million and $2.3 million of net income from such investments, including the accretion of any basis difference between the carrying amount of the investment and the amount of underlying equity in net assets, included in other income on the consolidated statements of operations and equity in earnings of unconsolidated subsidiary, in which we had a minority ownership interest on the consolidated statements of cash flows for the years ended December 31, 2020 and 2019, respectively.

 

For the year ended December 31, 2019, a gain on sale of unconsolidated subsidiary of $1.0 million was recorded relating to Elevation’s August 2018 Divestiture. The Company acquired its interest in exchange for the contribution of an acreage dedication, which is considered a nonfinancial asset.

 

Deferred Lease Incentives

 

All incentives received from landlords for office leasehold improvements are recorded as deferred lease incentives and amortized over the term of the respective lease on a straight-line basis as a reduction of rental expense. The Company wrote off $2.6 million of leasehold improvements during the year ended December 31, 2020 due to a consolidation of leased office space.

 

Debt Issuance Costs

 

Debt issuance costs include origination, legal, engineering, and other fees incurred to issue the debt in connection with the Company’s Prior Credit Facility, DIP Credit Facility (as defined in Note 7 — Long Term Debt), 2024 Senior Notes and 2026 Senior Notes (collectively, the “Senior Notes”). Debt issuance costs related to the Prior Credit Facility are amortized to interest expense on the consolidated statement of operations on a straight-line basis over the respective borrowing term. Debt issuance costs related to the Senior Notes prior to the Chapter 11 Cases were amortized to interest expense using the effective interest method over the term of the debt. However, as a result of the Chapter 11 Cases, the Company expensed $13.5 million of debt issuance costs pertaining to the Senior Notes to reorganization items, net on the consolidated statements of operations for the year ended December 31, 2020. Debt issuance costs of $1.7 million pertaining to the DIP Credit Facility were expensed to reorganization items, net during the year ended December 31, 2020.

 

Commodity Derivative Instruments

 

The Company has entered into commodity derivative instruments to reduce the effect of price changes on a portion of the Company’s future oil and natural gas production. The commodity derivative instruments are measured at fair value. The Company has not designated any of the derivative contracts as fair value or cash flow hedges. Therefore, the Company does not apply hedge accounting to the commodity derivative instruments. Net gains and losses on commodity derivative instruments are recorded based on the changes in the fair values of the derivative instruments. Net gains and losses on commodity derivative instruments are recorded in the commodity derivatives gain (loss) line on the consolidated statements of operations. The Company’s cash flow is only impacted when the actual settlements under the commodity derivative contracts result in making or receiving a payment to or from the counterparty. These settlements under the commodity derivative contracts are reflected as operating activities in the Company’s consolidated statements of cash flows.

 

Any premiums paid on derivative contracts are capitalized as part of the derivative assets or derivative liabilities, as appropriate, at the time the premiums are paid. Premium payments are reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows. Over time, as the derivative contracts settle, the differences between the cash received and the premiums paid or fair value of contracts acquired are recognized in net gains or losses on commodity or interest rate derivative contracts, and the cash received is reflected in cash flows from operating activities in the Company’s consolidated statements of cash flows.

 

 

 

 

The Company’s valuation estimate takes into consideration the counterparties’ credit worthiness, the Company’s credit worthiness, and the time value of money. The consideration of these factors results in an estimated exit-price for each derivative asset or liability under a market participant’s view. Management believes that this approach provides a reasonable, non-biased, verifiable, and consistent methodology for valuing commodity derivative instruments. Please refer to Note 8 — Commodity Derivative Instruments for additional discussion on commodity derivative instruments.

 

Other Intangible Assets

 

Costs relating to the acquisition of internal-use software licenses are capitalized when incurred and amortized over the estimated useful life of the license, which is typically one to three years. Accumulated amortization for the years ended December 31, 2020 and 2019 was $6.8 million and $5.3 million, respectively. The Company recognized $1.6 million and $2.2 million of amortization expense for the years ended December 31, 2020 and 2019, respectively.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, commodity derivative instruments (discussed above) and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amounts of the Company’s Prior Credit Facility and DIP Credit Facility approximates fair value as it bears interest at variable rates over the term of the loans. The Company’s Senior Notes are recorded at cost and the fair value is disclosed in Note 10 — Fair Value Measurements. Considerable judgment is required to develop estimates of fair value. The estimates provided are not necessarily indicative of the amounts the Company would realize upon the sale or refinancing of such instruments.

 

Asset Retirement Obligation

 

The Company recognizes estimated liabilities for future costs associated with the abandonment of its oil and gas properties. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related long-lived asset are recorded at the time the Company makes the decision to complete the well or a well is acquired. For additional discussion on asset retirement obligations please refer to Note 9 — Asset Retirement Obligations.

 

Environmental Liabilities

 

The Company is subject to federal, state and local environmental laws and regulations. These laws regulate the release, disposal or discharge of materials into the environment or otherwise relating to environmental protection and may require the Company to remove or mitigate the environmental effects of the discharge, disposal or release of petroleum substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefit are expensed.

 

Liabilities for expenditures of a non-capital nature are recorded when environmental assessments and/or remediation is probable, and the costs can be reasonably estimated. Such liabilities are generally undiscounted values unless the timing of cash payments for the liability or component is fixed or determinable. Management has determined that no significant environmental liabilities existed as of December 31, 2020. Please refer to Note 15 — Commitments and Contingencies for additional discussion on environmental liabilities.

 

 

 

 

Revenue Recognition

 

Revenue from the sale of oil, natural gas and NGLs is recognized in accordance with ASC 606 - Revenue from Contracts with Customers (“ASC 606”) five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To account for producer imbalances, the Company recognizes revenues on all sales of oil, natural gas and NGLs to third party customers regardless of their ownership percentage and adjusts the underlifter or overlifter’s claim on the asset’s remaining reserves. In other words, revenue is recorded based on the Company’s share of volume sold, regardless of whether the Company has taken its proportional share of volume produced. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than the expected remaining proved reserves. As of December 31, 2020 and 2019, the Company had oil imbalances of 1.1 and 12.7, respectively, which the Company intends to settle with the counterparty in crude oil barrels.

 

Stock-Based Payments

 

The Company has granted awards under the LTIP to certain directors, officers and employees, including stock options, restricted stock units, performance stock awards, performance stock units, performance cash awards and cash awards which therefore required the Company to recognize the expense in its consolidated financial statements.

 

All stock-based payments to directors, officers and employees are measured at fair value on the grant date and expensed over the relevant service period. The fair value of stock option awards is determined by using the Black-Scholes option pricing model. The fair value of the performance stock awards was measured at the grant date with a stochastic process method using a Monte Carlo simulation. All stock-based payment expense is recognized using the straight-line method and is included within general and administrative expenses in the consolidated statements of operations and stock-based compensation in the consolidated statements of cash flows. Forfeitures are recorded as they occur. Please refer to Note 13 — Stock-Based Compensation for additional discussion on stock-based payments.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The tax returns and the amount of taxable income or loss are subject to examination by deferral and state taxing authorities.

 

The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets, including NOLs. In making this determination, the Company considers all the available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. The Company believes it is more likely than not that the benefit from NOL carryforwards will not be fully realized. In recognition of this risk, the Company has provided a valuation allowance on the deferred tax assets.

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company does not currently have uncertain tax positions.

 

 

 

 

Earnings Per Share

 

Basic earnings per share (“EPS”) includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings available to common shareholders of the Company. The Company uses the “if-converted” method to determine the potential dilutive effects of its Series A Preferred Stock, and the treasury stock method to determine the potential dilutive effect of outstanding restricted stock units and stock option awards.

 

Segment Reporting

 

Beginning in the fourth quarter of 2018, the Company had two operating segments, (i) the exploration, development and production of oil, natural gas and NGL (the “exploration and production segment”) and (ii) the construction of and support of midstream assets to gather and process crude oil and gas production (the “gathering and facilities segment”). Elevation Midstream, LLC comprised the gathering and facilities segment. During the fourth quarter of 2019, the Company’s gathering and facilities segment commenced operations. Through March 16, 2020, the results of Elevation were included in the consolidated financial statements of Extraction. Effective March 17, 2020, the results of Elevation Midstream, LLC are no longer consolidated in Extraction’s results; however, the Company’s prior annual segment disclosures included the gathering and facilities segment because it was consolidated through March 16, 2020. Please see Note 1 — Business and Organization — Deconsolidation of Elevation Midstream, LLC for further information related to the deconsolidation of Elevation Midstream, LLC. After March 16, 2020, the Company had a single reportable segment.

 

All of the Company’s operations are conducted in one geographic area of the United States. All revenues are derived from customers located in the United States.

 

Recent Accounting Pronouncements

 

The accounting standard-setting organizations frequently issue new or revised accounting rules. The Company regularly reviews new pronouncements to determine their impact, if any, on its consolidated financial statements and related disclosures.

 

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). This ASU provides an optional expedient and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, which clarifies that certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in these ASUs are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is still evaluating the effect of adopting this guidance.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses. In May 2019, ASU No. 2016-13 was subsequently amended by ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses and ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. ASU No. 2016-13, as amended, affects trade receivables, financial assets and certain other instruments that are not measured at fair value through net income. This ASU replaced the incurred loss approach with an expected loss model for instruments measured at amortized cost and was effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. ASU No. 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company adopted this ASU on January 1, 2020, and the adoption did not have a material impact on the consolidated financial statements and related disclosures.

 

 

 

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) which removes or modifies current fair value disclosures and adds additional disclosures. The update to the guidance is the result of the FASB’s test of the principles developed in its disclosure effectiveness project, which is designed to improve the effectiveness of disclosures in the notes to the financial statements. The disclosures that have been removed or modified may be applied immediately with retrospective application. For public entities, the new guidance was effective for fiscal years beginning after December 15, 2019, including interim reporting periods within that reporting period. The Company adopted this ASU on January 1, 2020, and the adoption did not have a material impact on the consolidated financial statements and related disclosures.

 

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. For public entities, the guidance is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within that reporting period. The Company adopted this ASU on January 1, 2020 which did not have a material impact on the consolidated financial statements and related disclosures as capitalized costs for internal-use software were not material during 2020.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which requires lessee recognition on the balance sheet of a right of use asset and a lease liability, initially measured at the present value of the lease payments. It further requires recognition in the income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. Under the new standard, certain lease agreements with terms over one year are classified as right-of-use assets and right-of-use liabilities, which gross up the balance sheet. Finally, it requires classification of all cash payments within operating activities in the statements of cash flows. It is effective for fiscal years commencing after December 15, 2018. The FASB subsequently issued ASU No. 2017-13, ASU No. 2018-01, ASU No. 2018-10 and ASU No. 2018-11, which provided additional implementation guidance. The Company adopted these lease accounting standards on January 1, 2019 using a modified retrospective transition approach, which applied the provisions of the new guidance at the effective date without adjusting the comparative periods presented. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, requires no reassessment of whether existing contracts are or contain leases as well as no reassessment of lease classification for existing leases upon adoption. The Company also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows it to carry forward its current accounting treatment for land easements on existing agreements. The Company made an accounting policy election to keep leases with an initial term of twelve months or less off of the consolidated balance sheets. Please refer to Note 6 — Leases for further information.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) which establishes a comprehensive new revenue recognition model, referred to as ASC 606, designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method. In August 2015, the FASB issued ASU No. 2015-14, which deferred ASU No. 2014-09 for one year, and was effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The FASB subsequently issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-11, ASU No. 2016-12, ASU No. 2016-20, ASU No. 2017-13, ASU No. 2017-14 and ASU No. 2019-20, which provided additional implementation guidance.

 

Revenues from Contracts with Customers

 

Sales of oil, natural gas and NGLs are recognized at the point control of the commodity is transferred to the customer and collectability is reasonably assured. The majority of the Company’s contracts’ pricing provisions are tied to a commodity market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil or natural gas, and prevailing supply and demand conditions. As a result, the price of the oil, natural gas and NGLs fluctuates to remain competitive with the other available oil, natural gas and NGL supplies.

 

 

 

 

Oil Sales

 

Under the Company’s crude purchase and marketing contracts, the Company generally sells oil production at the wellhead and collects an agreed-upon index price, net of pricing differentials. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead at the net price received.

 

To account for producer imbalances, the Company recognizes revenue on all sales to third party customers regardless of their ownership percentage and adjusts the underlifter or overlifter’s claim on the asset’s remaining reserves. As of December 31, 2020, the Company had an oil imbalance of 1.1 MBbl, which the Company intends to settle with the counterparty in crude oil barrels.

 

Natural Gas and NGL Sales

 

Under the Company’s natural gas processing contracts, the Company delivers natural gas to a midstream processing entity at the wellhead or the inlet of the midstream processing entity’s system. The midstream processing entity gathers and processes the natural gas and remits proceeds to the Company for the resulting sales of NGLs and residue gas. In these scenarios, we evaluate whether we are the principal or the agent in the transaction, and the point at which control of the hydrocarbons transfers to the customer. For those contracts where the Company has concluded the midstream processing entity is the Company’s agent and the third-party end user is its customer (generally the Company’s fixed-fee gathering and processing agreements), the Company recognizes revenue on a gross basis, with transportation and gathering expense presented as an operating expense in the consolidated statements of operations. Alternatively, for those contracts where the Company has concluded the midstream processing entity is its customer and controls the hydrocarbons (generally the Company’s percentage of proceeds gathering and processing agreements), the Company recognizes natural gas and NGL revenues based on the net amount of the proceeds received from the midstream processing company.

 

In certain natural gas processing agreements, the Company may elect to take its residue gas and/or NGLs in-kind at the tailgate of the midstream entity’s processing plant and subsequently market the product. Through the marketing process, the Company delivers product to the third-party purchaser at a contractually agreed-upon delivery point and receives a specified index price from the purchaser. In this scenario, the Company recognizes revenue when the control transfers to the purchaser at the delivery point based on the index price received from the purchaser. The gathering and processing expense attributable to the gas processing contracts, as well as any transportation expense incurred to deliver the product to the purchaser, are presented as transportation and gathering expense in the consolidated statements of operations.

 

Performance Obligations

 

A significant number of the Company’s product sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price of a contract that has an original expected duration of one year or less.

 

For the Company’s product sales that have a contract term greater than one year, the Company has utilized the practical expedient in ASC 606-10-50-14(a), which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

 

The Company records revenue on its oil, natural gas and NGL sales at the time production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and NGL sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production delivered to the customer and the net commodity price that will be received for the sale of these commodity products. The Company records the differences between the revenue estimated and the actual amounts received for product sales in the month that payment is received from the customer.

 

 

 

 

Contract Balances

 

The Company had a certain revenue contract with an initial term beginning on November 1, 2016 and continuing until October 31, 2020 after which the contract was to begin an automatic month-to-month renewal unless terminated by either party giving notice at least six months prior to the effective termination date but in no event could either party give such notice earlier than November 1, 2020. Based on the accounting treatment pursuant to ASC 606 — Revenue from Contracts with Customers, the contract term would end on April 30, 2021 because it could be terminated by either party with no penalty effective as of such date. The contract term impacted the amount of consideration that could be included in the transaction price. The Company recognizes revenue and invoices customers once its performance obligations have been satisfied. When it becomes probable that the Company will not meet its performance obligations, the transaction price allocated to the performance obligation is constrained in the amount of the estimated unmet performance obligation and recognized as a reduction to revenue in the period in which the transaction price changes. On June 12, 2020, the Company and the counterparty to the contract mutually cancelled the contract effective June 30, 2020. As a result of the cancellation, for the year ended December 31, 2020, $12.3 million was recorded as a reduction in the transaction price resulting from unsatisfied performance obligations in the period. For the year ended December 31, 2019, the Company allocated $24.7 million to a satisfied performance obligation recognized within oil sales under ASC 606. As a result of the contract termination, the Company incurred an early termination fee of $13.2 million recorded in other operating expenses for the year ended December 31, 2020. This amount was settled during the third quarter of 2020, and there are no remaining amounts due to the counterparty.

 

The following table presents the Company’s revenues disaggregated by revenue source. Transportation and gathering costs in the following table are not all of the transportation and gathering expenses that the Company incurs, only the expenses that are netted against revenues pursuant to ASC 606.

 

   For the Year Ended December 31, 
   2020   2019 
Revenues:          
Oil sales  $382,526   $721,429 
Natural gas sales   114,786    129,969 
NGL sales   89,634    92,429 
Gathering and compression   1,473    1,261 
Transportation and gathering included in revenues   (30,515)   (38,453)
Total Revenues  $557,904   $906,635 

 

There are no other accounting standards applicable to the Company that have been issued but not yet adopted by the Company as of December 31, 2020 and through the date of this filing that would have a material impact on the Company’s consolidated financial statements and related disclosures.

 

Note 3—Oil and Gas Properties

 

The Company’s oil and gas properties are entirely within the United States. The net capitalized costs related to the Company’s oil and gas producing activities were as follows (in thousands):

 

   As of December 31, 
   2020   2019 
Proved oil and gas properties  $4,743,463   $4,530,934 
Unproved oil and gas properties (1)   220,380    524,214 
Wells in progress (2)   129,058    149,733 
Total capitalized costs (3)  $5,092,901   $5,204,881 
Accumulated depletion, depreciation, amortization and impairment charge (4)  $(3,459,689)   (2,985,983)
Net capitalized costs  $1,633,212   $2,218,898 

 

 

 

(1) Unproved oil and gas properties represent unevaluated costs the Company excludes from the amortization base until proved reserves are established or impairment is determined.

(2) Costs from wells in progress are excluded from the amortization base until production commences.

(3) Includes accumulated interest capitalized of $45.1 million and $39.8 million as of December 31, 2020 and 2019, respectively.

(4) For more information about proved oil and gas properties impairment, see Note 2 — Basis of Presentation and Significant Accounting Policies.

 

1

 

 

The following table presents information regarding the Company’s net costs incurred in oil and gas property acquisition, exploration and development activities (in thousands): 

 

   For the Year Ended 
   December 31, 
   2020   2019 
Property acquisition costs:          
Proved  $8,071   $21,024 
Unproved   8,970    35,207 
Exploration costs (1)       3,569 
Development costs   173,538    588,974 
Total  $190,579   $648,774 
Total excluding asset retirement costs  $176,629   $598,778 

 

 

 

(1) Exploration costs do not include abandonment costs of unproved properties, which are included in the line item exploration and abandonment expenses in the consolidated statements of operations. 

 

Note 4—Acquisitions and Divestitures

 

February 2020 Divestiture

 

In February 2020, the Company completed the sale of certain non-operated producing properties for aggregate sales proceeds of approximately $12.2 million, subject to customary purchase price adjustments. No gain or loss was recognized for the February 2020 Divestiture. The Company continues to explore divestitures, as part of our ongoing initiative to divest of non-strategic assets.

 

December 2019 Divestiture

 

In December 2019, the Company completed the sale of certain non-operated producing properties for aggregate sales proceeds of approximately $10.0 million, subject to customary purchase price adjustments. No gain or loss was recognized for the December 2019 Divestiture.

 

August 2019 Divestiture

 

In August 2019, the Company completed the sale of certain non-operated producing properties for aggregate sales proceeds of approximately $22.0 million, subject to customary purchase price adjustments. No gain or loss was recognized for the August 2019 Divestiture.

 

March 2019 Divestiture

 

In March 2019, the Company completed the sale of its interests in approximately 5,000 net acres of leasehold and producing properties for aggregate sales proceeds of approximately $22.4 million. The effective date for the March 2019 Divestiture was July 1, 2018 with purchase price adjustments calculated as of the closing date of $5.9 million, resulting in net proceeds of $16.5 million. No gain or loss was recognized for the March 2019 Divestiture.

 

 

 

 

Note 5— Reorganization Items, Net

 

The Company’s reorganization items, net consisted of the following (in thousands):

 

   For the Year Ending 
   December 31,
2020
 
Professional fees  $59,841 
Professional services fees   2,200 
Trustee fees   801 
Damages for rejected and settled contracts   572,126 
DIP Credit Facility fees   1,717 
Write-off of debt issuance costs   13,541 
Court approved vendor settlements   (2,602)
Backstop commitment premium   29,231 
Total reorganization items, net  $676,855 

 

The Company has incurred and will continue to incur significant expenses, gains and losses associated with the reorganization, primarily adjustments for allowable claims related to executory contracts approved for rejection by the Bankruptcy Court, negotiated settlements on executory contracts, the write-off of unamortized debt issuance costs and professional fees incurred subsequent to the Chapter 11 filings for the restructuring process. The amount of these items, which are being incurred in reorganization items, net within the Company’s accompanying consolidated statements of operations, are expected to significantly affect the Company’s results of operations.

 

The write-off of the Senior Notes debt issuance costs are included in reorganization items, net as the underlying debt instruments were impacted by the Chapter 11 Cases. The write-off of the Senior Notes debt issuance costs is a non-cash reorganization item. For the year ended December 31, 2020, the Company had cash charges related to reorganization items, net of $34.4 million.

 

Note 6—Leases

 

The Company accounts for leases in accordance with ASC 842, Leases, which it adopted on January 1, 2019, applying the modified retrospective transition approach as of the effective date of adoption (see Note 2 — Basis of Presentation and Significant Accounting Policies — Recent Accounting Pronouncements for impacts of adoption).

 

The Company enters into operating leases for certain drilling equipment, completions equipment, equipment ancillary to drilling and completions, office facilities, compressors and office equipment. Under ASC 842, a contract is or contains a lease when (i) the contract contains an explicitly or implicitly identified asset and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. The Company assesses whether an arrangement is or contains a lease at inception of the contract. All leases (operating leases), other than those that qualify for the short-term recognition exemption, are recognized as of the lease commencement date on the balance sheet as a liability for its obligation related to the lease and a corresponding asset representing its right to use the underlying asset over the period of use.

 

The Company’s leases have remaining terms up to four years. Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the lease asset and liability at commencement includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that the Company will exercise an option at commencement, it considers various economic factors, including capital expenditure strategies, the nature, length, and underlying terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, the Company generally determines that the exercise of renewal options would not be reasonably certain in determining the expected lease term for leases, other than certain operating compressor leases.

 

 

 

 

The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on its Prior Credit Facility, which includes consideration of the nature, term, and geographic location of the leased asset.

 

Certain of the Company’s leases include variable lease payments, including payments that depend on an index or rate, as well as variable payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of the Company’s lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of the Company’s lease assets and liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The Company has elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842 to leases with a term of one year or less, and instead, recognize the lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company has also made the election, for its certain drilling equipment, completions equipment, equipment ancillary to drilling and completions, compressors and office equipment classes of underlying assets, to account for lease and non-lease components in a contract as a single lease component.

 

For the year ended December 31, 2020, lease costs, which represent the straight-line lease expense of right-of-use (“ROU”) assets and short-term leases, were as follows (in thousands):

 

   For the Year Ended December 31, 
   2020   2019 
Lease Costs included in the Consolidated Statements of Operations        
Operating lease costs (2)  $23,060   $33,025 
General and administrative expenses (3)  $3,074   $3,821 
Total operating lease costs  $26,134   $36,846 
           
Total lease costs  $95,238   $296,583 

 

 

 

(1) Represents short-term lease capital expenditures related to drilling rigs, completions equipment and other equipment ancillary to the drilling and completion of wells.

(2) Includes $6.0 million and $8.8 million of lease costs accounted for under ASC 842 for the years ended December 31, 2020 and 2019, respectively.

(3) Includes $1.0 million and $1.4 million of lease costs accounted for under ASC 842 for the years ended December 31, 2020 and 2019, respectively.

 

Supplemental cash flow information related to operating leases for the years ended December 31, 2020 and 2019, was as follows (in thousands):

 

   For the Year
Ended December 31,
   For the Year
Ended December 31,
 
   2020   2019 
Cash paid for amounts included in the measurements of lease liabilities          
Operating cash flows from operating leases  $14,146   $12,923 
Right-of-use assets obtained in exchange for lease obligations          
Operating leases  $5,057   $12,805 

 

 

 

 

Supplemental balance sheet information related to operating leases were as follows (in thousands, except lease term and discount rate):

 

   2020 Classification  As of December 31,
2020
   As of December 31,
2019
 
Operating Leases             
Operating lease right-of-use assets  Other non-current assets  $8,199   $29,186 
              
Operating lease obligation - short-term  Liabilities subject to compromise   4,279    17,388 
Operating lease obligation - long-term  Liabilities subject to compromise   4,357    17,166 
Total operating lease liabilities     $8,636   $34,554 
              
Weighted Average Remaining Lease Term in Years             
Operating leases      2.3    4.4 
Weighted Average Discount Rate             
Operating leases      4.5%   4.2%

 

Note 7—Long-Term Debt

 

The Company’s long-term debt consisted of the following (in thousands):

 

   As of December 31, 
   2020   2019 
DIP Credit Facility  $106,727   $ 
Prior Credit Facility due August 16, 2022 (or an earlier time as set forth in the credit facility)   453,747    470,000 
2024 Senior Notes due May 15, 2024   400,000    400,000 
2026 Senior Notes due February 1, 2026   700,189    700,189 
Total principal   1,660,663    1,570,189 
Unamortized debt issuance costs on Senior Notes (1)       (14,412)
Total debt, prior to reclassification to liabilities subject to compromise   1,660,663    1,555,777 
Less amounts reclassified to liabilities subject to compromise (2)   (1,100,189)    
Total debt not subject to compromise (3)   560,474    1,555,777 
Less: current portion of long-term debt   (560,474)    
Total long-term debt, net of current portion  $   $1,555,777 

 

 

(1) As a result of the Chapter 11 Cases and the adoption of ASC 852, the Company wrote off all unamortized debt issuance cost balances to reorganization items, net in the consolidated statements of operations during the year ended December 31, 2020.

(2) Debt subject to compromise includes the principal balances of the Company’s Senior Notes, which are unsecured claims in the Chapter 11 Cases and where the payments are stayed.

(3) Debt not subject to compromise includes all borrowings outstanding under the Prior Credit Facility and DIP Credit Facility which are fully secured claims in the Chapter 11 Cases and are expected to be unimpaired.

 

 

 

 

RBL Credit Facility

 

On the Emergence Date at emergence, pursuant to the terms of the Plan, the Successor Company entered into a $1.0 billion reserve-based credit agreement (“RBL Credit Agreement”) with Wells Fargo Bank, National Association (“RBL Credit Facility”) with an initial borrowing base of $500.0 million. The borrowing base will be redetermined semiannually on or around May 1 and November 1 of each year, with one interim “wildcard” redetermination available to each of the Company and the bank between scheduled redeterminations during any 12-month period. The next scheduled redetermination will be on or around May 1, 2021. The initial elected amount under the RBL Credit Facility is $500.0 million before giving effect to any outstanding letters of credit.

 

As of the date of this filing, the Company has drawn $253.7 million on the RBL Credit Facility. Total funds available for borrowing under the Company’s RBL Credit Facility, after giving effect to an aggregate of $0.5 million of undrawn letters of credit, were $245.8 million as of the date of this filing.

 

The RBL Credit Facility provides for a $50.0 million sublimit of the aggregate commitments that is available for the issuance of letters of credit. The RBL Credit Facility bears interest either at a rate equal to (a) LIBOR plus an applicable margin that varies from 3.00% to 4.00% per annum or (b) a base rate plus an applicable margin that varies from 2.00% to 3.00% per annum. The RBL Credit Facility matures on July 20, 2024. The grid below shows the base rate margin and eurodollar margin depending on the applicable borrowing base utilization percentage as of the date of this filing:

 

RBL Credit Facility Borrowing Base Utilization Grid

 

      Base Rate   Eurodollar   Commitment 
Borrowing Base Utilization Percentage  Utilization  Margin   Margin   Fee Rate 
Level 1  <25%   2.00%   3.00%   0.50%
Level 2  ≥ 25% < 50%   2.25%   3.25%   0.50%
Level 3  ≥ 50% < 75%   2.50%   3.50%   0.50%
Level 4  ≥ 75% < 90%   2.75%   3.75%   0.50%
Level 5  ≥90%   3.00%   4.00%   0.50%

 

The RBL Credit Facility requires the Company to maintain (i) a consolidated net leverage ratio of less than or equal to 3.00 to 1.00 and (ii) a consolidated current ratio of greater than or equal to 1.00 to 1.00.

 

The Company is required to pay a commitment fee of 0.50% per annum on the actual daily unused portion of the current aggregate commitments under the RBL Credit Facility. The Company is also required to pay customary letter of credit and fronting fees.

 

The RBL Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments, and other customary covenants.

 

Additionally, the RBL Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If the Company does not comply with the financial and other covenants in the RBL Credit Agreement, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the RBL Credit Agreement and any outstanding unfunded commitments may be terminated.

 

Chapter 11 Cases and Effect of Automatic Stay

 

On June 14, 2020, the Company filed for relief under Chapter 11 of the Bankruptcy Code. The commencement of a voluntary proceeding in bankruptcy constituted an immediate event of default under the Predecessor Credit Agreement and the indentures governing the Company’s Senior Notes, resulting in the automatic and immediate acceleration of all of the Company’s outstanding debt under the Predecessor Credit Agreement and Senior Notes. In conjunction with the filing of the Chapter 11 Cases, the Company did not make the $14.8 million interest payment on the Company’s 2024 Senior Notes (as defined below) due on May 15, 2020.

 

 

 

 

Debtor-in-Possession Financing

 

On June 16, 2020, in connection with the filing of the Chapter 11 Cases, the Debtors entered into a debtor-in-possession credit agreement on the terms set forth in a Superpriority Senior Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), by and among the Company, as borrower, the Company’s subsidiaries party thereto, as guarantors, the lenders party thereto (the “DIP Lenders”), and Wells Fargo Bank, National Association, as DIP agent and issuing lender, pursuant to which, having been granted the approval of the Bankruptcy Court, the DIP Lenders agreed to provide the Company with a superpriority senior secured debtor-in-possession credit facility (as amended, the “DIP Credit Facility”) with loans in an aggregate principal amount not to exceed $50.0 million that, among other things, will be used to finance the ongoing general corporate needs of the Debtors during the course of the Chapter 11 Cases. In addition to the $50.0 million of incremental loans, the DIP Credit Facility included $75.0 million in Prior Credit Facility loans rolled over into the DIP Credit Facility during July 2020, for a total facility size of $125.0 million.

 

As is described above, $22.5 million rolled from the Prior Credit Facility to the DIP Credit Facility on June 16, 2020 and an additional $52.5 million rolled on July 20, 2020 upon the Bankruptcy Court’s authorization order (the “Final DIP Order”). On July 27, 2020, the Company drew an additional $20.0 million on the DIP Credit Facility leaving $15.0 million of availability on the facility. As of December 31, 2020, the Company’s DIP Credit Facility borrowings were $35.0 million and $75.0 million had been rolled over from the Prior Credit Facility. As of December 31, 2020, the Company had a undrawn standby letters of credit of $3.5 million under the DIP Credit Facility, which reduced the availability of the undrawn borrowing base. As of December 31, 2020, the total outstanding balance under the DIP Credit Facility was $106.7 million due to land sale proceeds during the fourth quarter that were required to reduce the DIP Credit Facility per the DIP Credit Agreement.

 

The annualized, weighted average interest rate for the DIP Credit Facility for the year ending December 31, 2020 was approximately 6.75%.

 

Upon emergence from bankruptcy on the Emergence Date, the DIP Credit Agreement was terminated and the holders of claims under the DIP Credit Agreement received payment in full, in cash, for allowed claims. Also on this date all liens and security interests granted to secure such obligations were automatically terminated and are of no further force and effect.

 

Predecessor Credit Agreement

 

As described in Note 1 — Business and Organization — Plan, Disclosure Statement, and Backstop Commitment Agreement, the Company entered into the Predecessor Credit Agreement and subsequent amendments thereto (“Prior Credit Facility”). The acceleration of the obligations under the Predecessor Credit Agreement as of June 14, 2020 resulted in a cross-default and acceleration of the maturity of the Company’s other outstanding long-term debt. As of December 31, 2020, the Prior Credit Facility had a drawn balance of $453.7 million.Because this debt was fully secured, adequate protection payments paid throughout 2020 were classified as interest expense and not a reduction of principal. As is described in the Debtor-in-Possession Financing section above, $22.5 million rolled from the Prior Credit Facility to the DIP Credit Facility on June 16, 2020 and an additional $52.5 million rolled on July 20, 2020 upon court approval of the Final DIP Order. During the third quarter, due to the cancellation of a certain revenue contract discussed in Note 2—Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements — Contract Balances, $24.3 million was drawn on a $40.0 million letter of credit secured by the Company’s Prior Credit Facility. As of December 31, 2020 and 2019, the Company had standby letters of credit of $9.4 million and $49.5 million, respectively, which reduced the availability of the undrawn borrowing base. As of the date of this filing, and excluding any undrawn amounts under letters of credit, the available amount to be borrowed under the Prior Credit Facility was zero. As of the date of this filing, the Company had no borrowings outstanding under the Prior Credit Facility due to the Company’s emergence from bankruptcy described below.

 

Interest was paid on the Prior Credit Facility throughout 2020 because adequate protection was granted by the Bankruptcy Court to holders of the Prior Credit Facility in the form of interest payments. The adequate protection payments were classified as interest expense and not reduction of principal given that the debt was considered fully secured, and the Bankruptcy Court did not take any action to recharacterize the adequate protection payments as principal reduction. The weighted average interest rate for the Prior Credit Facility for the years ending December 31, 2020 and 2019 was 5.0% and 4.8%, respectively.

 

 

 

 

Upon emergence from bankruptcy on the Emergence Date, the Predecessor Credit Agreement was terminated and the holders of claims under the Predecessor Credit Agreement each received its ratable portion of the Predecessor Credit Agreement for its allowed claims. Also on this date all liens and security interests granted to secure such obligations were automatically terminated and are of no further force and effect.

 

2021 Senior Notes

 

In July 2016, the Company issued at par $550.0 million principal amount of 7.875% Senior Notes due July 15, 2021 (the “2021 Senior Notes” and the offering, the “2021 Senior Notes Offering”). The 2021 Senior Notes bore an annual interest rate of 7.875%. The interest on the 2021 Senior Notes was payable on January 15 and July 15 of each year commencing on January 15, 2017. The Company received net proceeds of approximately $537.2 million after deducting discounts and fees.

 

Concurrent with the 2026 Senior Notes Offering (as defined below), the Company commenced a cash tender offer to purchase any and all of its 2021 Senior Notes (the “Tender Offer”). On January 24, 2018, the Company received approximately $500.6 million aggregate principal amount of the 2021 Senior Notes which were validly tendered (and not validly withdrawn). As a result, on January 25, 2018 the Company made a cash payment of approximately $534.2 million, which includes principal of approximately $500.6 million, a make-whole premium of approximately $32.6 million and accrued and unpaid interest of approximately $1.0 million.

 

On February 17, 2018, the Company redeemed approximately $49.4 million aggregate principal amount of the 2021 Senior Notes that remained outstanding after the Tender Offer and made a cash payment of approximately $52.7 million to the remaining holders of the 2021 Senior Notes, which included a make-whole premium of $3.0 million and accrued and unpaid interest of approximately $0.3 million.

 

2024 Senior Notes

 

In August 2017, the Company issued at par $400.0 million principal amount of 7.375% Senior Notes due May 15, 2024 (the “2024 Senior Notes” and the offering, the “2024 Senior Notes Offering”). The 2024 Senior Notes bore an annual interest rate of 7.375%. The interest on the 2024 Senior Notes was payable on May 15 and November 15 of each year which commenced on November 15, 2017. The Company received net proceeds of approximately $392.6 million after deducting fees.

 

The Company’s 2024 Senior Notes were its senior unsecured obligations and ranked equally in right of payment with all of its other senior indebtedness and senior to any of its subordinated indebtedness. The Company’s 2024 Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current subsidiaries and by certain future restricted subsidiaries that guarantees its indebtedness under a Prior Credit Facility (the “2024 Senior Notes Guarantors”). The 2024 Senior Notes were effectively subordinated to all of the Company’s secured indebtedness (including all borrowings and other obligations under its Prior Credit Facility) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of any of its future subsidiaries that did not guarantee the 2024 Senior Notes.

 

The 2024 Senior Notes also contained affirmative and negative covenants that, among other things, limited the Company’s and the 2024 Senior Notes Guarantors’ ability to make investments; declare or pay any dividend or make any other payment to holders of the Company’s or any of its 2024 Senior Notes Guarantors’ equity interests; repurchase or redeem any equity interests of the Company; repurchase or redeem subordinated indebtedness; incur additional indebtedness or issue preferred stock; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company; engage in transactions with the Company’s affiliates; engage in any business other than the oil and gas business; and create unrestricted subsidiaries. The indenture governing the 2024 Senior Notes also contained customary events of default. Upon the occurrence of events of default arising from certain events of bankruptcy or insolvency, the 2024 Senior Notes would have become due and payable immediately without any declaration or other act of the trustee or the holders of the 2024 Senior Notes. Upon the occurrence of certain other events of default, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2024 Senior Notes could declare all outstanding 2024 Senior Notes to be due and payable immediately.

 

 

 

 

The filing of the Chapter 11 Cases resulted in an event of default under and acceleration of the maturity of the Company’s 2024 Senior Notes.

 

On January 20, 2021, upon emergence from bankruptcy, the 2024 Senior Notes were cancelled. The holders of the 2024 Senior Notes received (i) their proportionate distribution of the New Common Stock and (ii) the right to participate in the Equity Rights Offering.

 

2026 Senior Notes

 

In January 2018, the Company issued at par $750.0 million principal amount of 5.625% Senior Notes due February 1, 2026 (the “2026 Senior Notes” and together with the 2024 Senior Notes, the “Senior Notes” and the offering, the offering of the 2026 Senior Notes, “2026 Senior Notes Offering”). The 2026 Senior Notes bore an annual interest rate of 5.625%. The interest on the 2026 Senior Notes was payable on February 1 and August 1 of each year commencing on August 1, 2018. The Company received net proceeds of approximately $737.9 million after deducting fees. The Company used $534.2 million of the net proceeds from the 2026 Senior Notes Offering to fund the tender offer for its 2021 Senior Notes, $52.7 million to redeem any 2021 Senior Notes not tendered and the remainder for general corporate purposes.

 

The Company’s 2026 Senior Notes were the Company’s senior unsecured obligations and ranked equally in right of payment with all of the Company’s other senior indebtedness and senior to any of the Company’s subordinated indebtedness. The Company’s 2026 Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current subsidiaries and by certain future restricted subsidiaries that guarantee the Company’s indebtedness under a Prior Credit Facility (the “2026 Senior Notes Guarantors”). The 2026 Senior Notes were effectively subordinated to all of the Company’s secured indebtedness (including all borrowings and other obligations under its Prior Credit Facility) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of certain of the Company’s future restricted subsidiaries that do not guarantee the 2026 Senior Notes.

 

The 2026 Senior Notes also contained affirmative and negative covenants that, among other things, limited the Company’s and the 2026 Senior Notes Guarantors’ ability to make investments; declare or pay any dividend or make any other payment to holders of the Company’s or any of its 2026 Senior Notes Guarantors’ equity interests; repurchase or redeem any equity interests of the Company; repurchase or redeem subordinated indebtedness; incur additional indebtedness or issue preferred stock; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company; engage in transactions with the Company’s affiliates; engage in any business other than the oil and gas business; and create unrestricted subsidiaries. The indenture governing the 2026 Senior Notes also contained customary events of default. Upon the occurrence of events of default arising from certain events of bankruptcy or insolvency, the 2026 Senior Notes would have become due and payable immediately without any declaration or other act of the trustee or the holders of the 2026 Senior Notes. Upon the occurrence of certain other events of default, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2026 Senior Notes could declare all outstanding 2026 Senior Notes to be due and payable immediately.

 

The filing of the Chapter 11 Cases resulted in an event of default under and acceleration of the maturity of the Company’s 2026 Senior Notes.

 

On January 20, 2021, upon emergence from bankruptcy, the 2026 Senior Notes were cancelled. The holders of the 2026 Senior Notes received (i) their proportionate distribution of the New Common Stock and (ii) the right to participate in the Equity Rights Offering.

 

 

 

 

Debt Issuance Costs

 

Debt issuance costs include origination, legal and other fees incurred in connection with the Company’s Prior Credit Facility and Senior Notes. As of December 31, 2020 and 2019, the Company had debt issuance costs, net of accumulated amortization, of $0.1 million and $2.9 million, respectively, related to its Prior Credit Facility. As a result of bankruptcy, the Company wrote-off $13.5 million in unamortized debt issuance costs on the Senior Notes to reorganization items, net in the consolidated statements of operations. As of December 31, 2019, the Company had debt issuance costs net of accumulated amortization of $14.4 million related to its Senior Notes.. For the year ended December 31, 2020 and 2019, the Company recorded amortization expense related to the debt issuance costs of $3.7 million and $5.5 million, respectively.

 

Debt issuance costs of $1.7 million pertaining to the DIP Credit Facility were expensed to reorganization items, net during the year ended December 31, 2020.

 

Interest Incurred on Long-Term Debt

 

As discussed in Note 2—Basis of Presentation — Automatic Stay, during the proceedings of the Chapter 11 Cases, interest on the Senior Notes ceased being accrued and paid during 2020. However, interest was incurred, accrued and paid on the Prior Credit Facility due to the adequate protections obtained for this facility. Interest was incurred, accrued and paid on the DIP Credit Facility as it was obtained post-petition and approved by the Bankruptcy Court. For the years ended December 31, 2020 and 2019, the Company incurred interest expense on debt of $58.8 million and $91.5 million, respectively, and the Company capitalized interest expense on debt of $5.3 million and$7.2 million, respectively, for the years ended December 31, 2020 and 2019, which has been reflected in the Company’s consolidated financial statements.

 

Senior Note Repurchase Program

 

In January 2019, the Company’s board of directors (the “Board”) authorized a program to repurchase up to $100.0 million of the Company’s Senior Notes (the “Senior Notes Repurchase Program”). The Company’s Senior Notes Repurchase Program was subject to restrictions under the Prior Credit Facility and did not obligate it to acquire any specific nominal amount of Senior Notes. During 2020, the Company did not repurchase any Senior Notes. As a result of the Chapter 11 Cases, the authorization to repurchase Senior Notes is no longer applicable. During 2019, the Company repurchased 2026 Senior Notes with a nominal value of $49.8 million for $39.3 million in connection with the Senior Notes Repurchase Program. Interest expense for the year ended December 31, 2019 contained a $10.5 million gain on debt repurchase related to the Company’s Senior Notes Repurchase Program. The Senior Note Repurchase Program had no impact to interest expense for the years ended December 31, 2020.

 

Note 8—Commodity Derivative Instruments

 

The Company has entered into commodity derivative instruments, as described below. The Company has utilized swaps, put options and call options to reduce the effect of price changes on a portion of the Company’s future oil and natural gas production.

 

The Company combines swaps, purchased put options, purchased call options, sold put options and sold call options in order to achieve various hedging strategies. Some examples of the Company’s hedging strategies are collars which include purchased put options and sold call options, three-way collars which include purchased put options, sold put options and sold call options, and enhanced swaps, which include either sold put options or sold call options with the associated premiums rolled into an enhanced fixed price swap. The Company has historically relied on commodity derivative contracts to mitigate its exposure to lower commodity prices.

 

The objective of the Company’s use of commodity derivative instruments is to achieve more predictable cash flows in an environment of volatile oil and natural gas prices and to manage its exposure to commodity price risk. While the use of these commodity derivative instruments limits the downside risk of adverse price movements, such use may also limit the Company’s ability to benefit from favorable price movements. The Company may, from time to time, add incremental derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of the Company’s existing positions. The Company does not enter into derivative contracts for speculative purposes.

 

 

 

 

To reduce the impact of fluctuations in oil and natural gas prices on the Company’s revenues, the Company has periodically entered into commodity derivative contracts with respect to certain of its oil and natural gas production through various transactions that limit the downside of future prices received. Future transactions may include price swaps whereby the Company will receive a fixed price for its production and pay a variable market price to the contract counterparty. Additionally, the Company may enter into collars, whereby it receives the excess, if any, of the fixed floor over the floating rate or pay the excess, if any, of the floating rate over the fixed ceiling price. These hedging activities are intended to support oil and natural gas prices at targeted levels and to manage the Company’s exposure to oil and natural gas price fluctuations.

 

The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. The Company’s derivative contracts are currently with two counterparties, both of which are lenders under the Predecessor Credit Agreement and the DIP Credit Facility. The Company has netting arrangements with the counterparties that provide for the offset of payables against receivables from separate derivative arrangements with the counterparties in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by one of the parties to the agreement. There are no credit risk related contingent features or circumstances in which the features could be triggered in derivative instruments that are in a net liability position at the end of the reporting period.

 

Effect of Chapter 11 Cases

 

The commencement of the Chapter 11 Cases constituted a termination event with respect to the Company’s derivative instruments, which permitted the counterparties to such derivative instruments to terminate their outstanding hedges. Such termination events were not stayed under the Bankruptcy Code. During June 2020, certain of the lenders under the Predecessor Credit Agreement elected to terminate their International Swaps and Derivatives Association master agreements and outstanding hedges with the Company for aggregate settlement proceeds of $96.1 million. The proceeds from these terminations were applied to the outstanding borrowings under the Prior Credit Facility.

 

The Company’s open commodity derivative contracts as of December 31, 2020 are summarized below: 

 

   2021 
NYMEX WTI Crude Swaps:     
Notional volume (Bbl)   2,629,700 
Weighted average fixed price ($/Bbl)  $50.40 

 

The table below sets forth the commodity derivatives gain (loss) for the years ended December 31, 2020 and 2019 (in thousands) included in the other income (expense) section of the consolidated statements of operations.

 

   For the Year Ended December 31, 
   2020   2019 
Commodity derivatives gain (loss)  $164,968   $(37,107)
           

 

 

 

Note 9—Asset Retirement Obligations

 

The Company follows accounting for asset retirement obligations in accordance with ASC 410, Asset Retirement and Environmental Obligations, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it was incurred if a reasonable estimate of fair value could be made. The Company’s asset retirement obligations primarily represent the estimated present value of the amounts expected to be incurred to plug, abandon and remediate producing and shut-in wells at the end of their productive lives in accordance with applicable local, state and federal laws, and applicable lease terms.  The Company determines the estimated fair value of its asset retirement obligations by calculating the present value of estimated cash flows related to plugging and abandonment liabilities. The significant inputs used to calculate such liabilities include estimates of costs to be incurred; the Company’s credit adjusted discount rates, inflation rates and estimated dates of abandonment. The asset retirement liability is accreted to its present value each period and the capitalized asset retirement costs are depleted with proved oil and gas properties using the unit of production method.

 

The following table summarizes the activities of the Company’s asset retirement obligations for the periods indicated (in thousands): 

 

   For the Year Ended 
   December 31, 
   2020   2019 
Balance beginning of period  $95,908   $69,791 
Liabilities incurred or acquired  $333   $978 
Liabilities settled  $(21,533)  $(29,305)
Revisions in estimated cash flows (1)  $13,617   $49,050 
Accretion expense  $6,444   $5,394 
Balance end of period  $94,769   $95,908 

 

 

(1) Revisions in estimated cash flows during the year ended December 31, 2020 and 2019 were primarily due to changes in estimates of costs to be incurred to plug and abandon wells and changes in estimated dates of abandonment.

 

Note 10—Fair Value Measurements

 

ASC 820, Fair Value Measurement and Disclosure, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: 

 

Level 1: Quoted prices are available in active markets for identical assets or liabilities;

 

Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability;

 

Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

 

The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between levels during any periods presented below.

 

 

 

 

Commodity Derivative Instruments

 

The Company determines its estimate of the fair value of derivative instruments using a market based approach that takes into account several factors, including quoted market prices in active markets, implied market volatility factors, quotes from third parties, the credit rating of each counterparty, and the Company’s own credit rating. In consideration of counterparty credit risk, the Company assessed the possibility of whether each counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers that it is of substantial credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. Derivative instruments utilized by the Company consist of swaps, put options, and call options. The oil and natural gas derivative markets are highly active. Although the Company’s derivative instruments are valued using public indices, the instruments themselves are traded with third-party counterparties and are not openly traded on an exchange. As such, the Company has classified these instruments as Level 2.

 

Non-Recurring Fair Value Measurements

 

The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including proved property. These assets and liabilities are not measured at fair value on a recurring basis but are subject to fair value adjustments when facts and circumstances arise that indicate a need for remeasurement.

 

The Company utilizes fair value on a non-recurring basis to value its proved oil and gas properties when the results of the Company’s impairment evaluations indicate that the undiscounted future cash flows of an asset group do not exceed its carrying value. The Company uses an income approach analysis based on the net discounted future cash flows of proved property. The Company calculates the estimated fair values of its proved property oil and gas assets using a discounted future cash flow model. Significant inputs associated with the calculation of discounted future net cash flows include estimates of (i) recoverable reserves, (ii) future operating and development costs, (iii) future commodity prices, and (iv) a market-based weighted average cost of capital. The Company utilized the NYMEX strip pricing, adjusted for differentials, to value the reserves. These are classified as Level 3 fair value assumptions. At December 31, 2020, the Company’s estimate of commodity prices for purposes of determining discounted future cash flows ranged from a 2021 price of $48.29 per barrel of oil decreasing to a 2022 price of $46.76 per barrel of oil and decreasing further to a 2025 price of $44.84 per barrel of oil. Natural gas prices ranged from a 2021 price of $2.65 per Mcf decreasing to a 2025 price of $2.52 per Mcf. NGL prices ranged from a 2021 price of $13.45 per barrel decreasing to a 2025 price of $12.49 per barrel. These prices were then adjusted for location and quality differentials. The expected future net cash flows were discounted using a rate of 13.5 percent.

 

For the year ended December 31, 2020, the Company recognized $194.3 million in impairment expense on its oil and gas properties related to assets in its Core DJ Basin field as the fair value did not exceed the Company’s carrying amount attributable primarily to certain downward adjustments to the Company’s reserves due to expirations due to the SEC five year drilling rule caused by the change in business strategy to focus on cash flow rather than maximizing production and reserves growth. Additionally, downward revisions were due to altering the development plan to increase the spacing between wellbores, thus drilling fewer wells, as well as negative performance revisions. For the year ended December 31, 2019, the Company recognized $1.3 billion in impairment expense on its proved oil and gas properties related to assets in its Core DJ Basin field as the fair value did not exceed the Company’s carrying amount attributable primarily to certain downward adjustments to the Company’s reserves due to expirations due to the SEC five year drilling rule caused by the change in business strategy to focus on cash flow rather than maximizing production and reserves growth. For the years ended December 31, 2020 and 2019, the Company recognized $3.6 million and $14.5 million, respectively in impairment expense on its proved oil and gas properties related to assets in its northern field as the fair value did not exceed the Company’s carrying amount attributable primarily to certain downward adjustments to the Company’s economically recoverable proved oil and natural gas reserves.

 

The Company’s other non-recurring fair value measurements include the purchase price allocations for the fair value of assets and liabilities acquired through business combinations. The fair value of assets and liabilities acquired through business combinations is calculated using a discounted cash flow approach using Level 3 inputs. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors, including risk-adjusted oil and gas reserves, commodity prices, development costs and operating costs, based on market participant assumptions. The fair value of assets or liabilities associated with purchase price allocations is on a non-recurring basis and is not measured in periods after initial recognition.

 

 

 

 

Note 11—Equity

 

Emergence from Chapter 11 Bankruptcy

 

On Emergence Date, the Company, pursuant to the terms of the Equity Rights Offering, issued New Common Stock in the Successor Company to various stakeholders as discussed in Note 1 — Business and Organization—Emergence from Chapter 11 Bankruptcy.

 

Warrant Agreements

 

On the Emergence Date, pursuant to the Plan, the Company entered into a warrant agreement with American Stock Transfer & Trust Company, LLC (“AST”) which provides for the Company’s issuance of up to an aggregate of 2,909,686 Tranche A Warrants (the “Tranche A Warrants”) to purchase New Common Stock to former holders of the Predecessor Common Stock and Predecessor Preferred Stock. The Company also entered into a warrant agreement with AST which provides for the Company’s issuance of up to an aggregate of 1,454,863 Tranche B Warrants (the “Tranche B Warrants” and, together with the Tranche A Warrants, the “New Warrants”) to purchase New Common Stock to former holders of the Predecessor Common Stock and Predecessor Preferred Stock. As of January 31, 2021, the Company had approximately 2.9 million and 1.5 million of Tranche A Warrants and Tranche B Warrants issued and outstanding, respectively.

 

Series A Preferred Stock

 

The holders of our Series A Preferred Stock (the “Series A Preferred Holders”) were entitled to receive a cash dividend of 5.875% per year, payable quarterly in arrears, and the Company had the ability to pay such quarterly dividends in kind at a dividend rate of 10% per year (decreased proportionately to the extent such quarterly dividends were partially paid in cash). The Company had paid the quarterly dividends in kind from the fourth quarter of 2019 until the filing of the Chapter 11 Cases. Because certain provisions within the RSA and the DIP Credit Agreement restricted the Company’s ability to declare a dividend, the Company has not made any dividend payments on the Series A Preferred Stock since the commencement of the Chapter 11 Cases. The Series A Preferred Stock was convertible into shares of our common stock at the election of the Series A Preferred Holders at a conversion ratio per share of Series A Preferred Stock of 61.9195. Until the three-year anniversary of the closing of the Company’s initial public offering (the “IPO,”), the Company could elect to convert the Series A Preferred Stock at a conversion ratio per share of Series A Preferred Stock of 61.9195, but only if the closing price of our common stock had traded at or above a certain premium to our initial offering price, such premium to decrease with time. On October 15, 2019, the three year anniversary had passed for the Series A Preferred Stock to convert into our common stock. Prior to the commencement of the Chapter 11 Cases, the Company could have redeemed the Series A Preferred Stock for the liquidation preference, which was $198.7 million on June 14, 2020. In certain situations, including a change of control, the Series A Preferred Stock could have been redeemed for cash in an amount equal to the greater of (i) 135% of the liquidation preference of the Series A Preferred Stock and (ii) a 17.5% annualized internal rate of return on the liquidation preference of the Series A Preferred Stock. The Series A Preferred Stock would have matured on October 15, 2021, at which time it would have been mandatorily redeemable for cash at the liquidation preference to the extent there were legally available funds to do so.

 

On the Emergence Date, pursuant to the Plan, each share of Series A Preferred Stock was canceled, released, and extinguished, and is of no further force or effect, and each holder of Series A Preferred Stock received, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Series A Preferred Stock, its pro rata share of (a) 1.5% of the New Common Stock, subject to certain dilution; (b) the right to purchase 1.5% of the New Common Stock in the backstopped equity offering to be issued pursuant to the terms of the Equity Rights Offering; (c) 50.0% of the Tranche A Warrants, and (d) 50.0% of the Tranche B Warrants to acquire an aggregate of 15.0% of the New Common Stock.

 

 

 

 

Elevation Preferred Units

 

In July 2019, Elevation sold 100,000 of Elevation Preferred Units at a price of $990 per unit to a third party (the “Purchaser”). The aggregate liquidation preference when the units were sold was $100.0 million. These Preferred Units represent the noncontrolling interest presented on the consolidated statements of operations and consolidated statements of changes in stockholders’ equity (deficit) and noncontrolling interest for periods ended on or prior to December 31, 2019. As part of the July 2018 transaction, the Company committed to Elevation that it would drill at least 297 qualifying wells in the acreage dedicated to Elevation by December 31, 2023, subject to reductions if Elevation does not invest the full amount of capital as initially anticipated. Pursuant to the Fourth Amendment to the Elevation Gathering Agreements between Elevation and Extraction, this drilling commitment would be eliminated, if and only if all Elevation Preferred Units have been redeemed in full or are otherwise no longer outstanding. Please see Note 15—Commitments and Contingencies — Elevation Gathering Agreements for further details on the settlement to reduce this drilling commitment.

 

Upon deconsolidation of Elevation Midstream, LLC as discussed in Note 1 — Business and Organization —Deconsolidation of Elevation Midstream, LLC, the $270.5 million Elevation preferred unit balance in the noncontrolling interest line item of the consolidated balance sheets as of March 31, 2020 was removed. The amount comprises the line item effects of deconsolidation of Elevation Midstream, LLC on the consolidated statements of changes in stockholders’ equity (deficit) and noncontrolling interest as of March 31, 2020.

 

During the twenty-eight months following the July 3, 2018 Preferred Unit closing date, Elevation is required to pay the Purchaser a quarterly commitment fee payable in cash or in kind of 1.0% per annum on any undrawn amounts of such additional $250.0 million commitment. For the year ended December 31, 2020, due to the deconsolidation of Elevation during the first quarter of 2020, the Company’s consolidated statements excluded all commitment fees paid-in-kind from the Preferred Unit commitment fees and dividends paid-in-kind line item in the consolidated statements of changes in stockholders’ equity (deficit) and noncontrolling interest. For the years ended December 31, 2020 and 2019, respectively, Elevation recognized $0.6 million and $3.1 million of commitment fees paid-in-kind.

 

The Elevation Preferred Units entitle the Purchaser to receive quarterly dividends at a rate of 8.0% per annum. The Dividend is currently payable solely in cash. For the year ended December 31, 2020, due to the deconsolidation of Elevation during the first quarter of 2020, the Company’s consolidated statements excluded all dividends paid-in-kind from the Preferred Unit commitment fees and dividends paid-in-kind line item in the consolidated statements of changes in stockholders’ equity (deficit) and noncontrolling interest. For the years ended December 31, 2020 and 2019, respectively, Elevation recognized $5.5 million and $16.9 million of dividends paid-in-kind.

 

Elevation Common Units

 

In May 2020, Elevation’s board of managers issued 1,530,000,000 common units at a price of $0.01 per unit to certain of Elevation’s members other than Extraction through the Capital Raise. The Capital Raise caused Extraction’s ownership of Elevation to be diluted to less than 0.01%. As a result of the Capital Raise, beginning in May 2020 Extraction began accounting for Elevation under the cost method of accounting. In December 2020, the Company reached a settlement with Elevation, which was approved by the Bankruptcy Court and as part of the settlement the Company relinquished all of its remaining ownership in Elevation.

 

Stock Repurchase Program

 

In November 2018, the Company announced that the Board had authorized a program to repurchase up to $100.0 million of the Company’s common stock (“Stock Repurchase Program”). On April 1, 2019, the Company announced the Board had authorized an extension and increase to the ongoing Stock Repurchase Program bringing the total amount authorized to $163.2 million (“Extended Stock Repurchase Program”). The Stock Repurchase Program and the Extended Stock Repurchase Program were both completed during 2019, bringing the total amount of common stock repurchased to 38.2 million shares for $163.2 million and a weighted average share price of $4.27. For the year ended December 31, 2019, the Company repurchased approximately 34.1 million shares of its common stock for $137.0 million. No common stock was repurchased during 2020.

 

 

 

 

Note 12—Income Taxes

 

The components of the income tax expense (benefit) were as follows (in thousands):

 

   For the Year Ended December 31, 
   2020   2019 
Current:          
Federal  $   $ 
State, net of federal benefit        
Total current income tax expense (benefit)  $   $ 
           
Deferred:          
Federal  $   $(93,245)
State, net of federal expense (benefit)       (15,931)
Total deferred income tax expense (benefit)  $   $(109,176)
           
Income tax expense (benefit)  $   $(109,176)

 

Total income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate to earnings (loss) before income taxes as a result of the following (in thousands):

 

   For the Year Ended December 31, 
   2020   2019 
Net income (loss) before income taxes  $(1,267,534)  $(1,476,596)
Federal income taxes at statutory rate   (266,182)   (310,085)
State income taxes, net of federal benefit   (41,582)   (52,723)
Bankruptcy costs   18,717     
Deconsolidation of Elevation Midstream LLC   2,448     
Partnership income excluded       (3,558)
Nondeductible stock-based compensation   3,216    9,436 
Other   2,568    1,626 
Valuation allowance   280,815    246,128 
Income tax expense (benefit)       (109,176)
Net income (loss)  $(1,267,534)  $(1,367,420)

 

As of December 31, 2020, the Company believes that it has no liability for uncertain tax positions. If the Company were to determine there are any uncertain tax positions, the Company would recognize the liability and related interest and penalties within income tax expense. As of December 31, 2020, the Company had no provision for interest or penalties related to uncertain tax positions.

 

Effect of Chapter 11 Cases and Emergence from Chapter 11 Cases

 

On July 13, 2020 the Bankruptcy Court entered a final order approving certain procedures (including notice requirements) that certain shareholders and potential shareholders were required to comply with during the pendency of the Chapter 11 Cases regarding transfers of, or declarations of worthlessness with respect to, the Company’s Predecessor Common Stock and Predecessor Preferred Stock, as well as certain obligations with respect to notifying the Company with respect to current share ownership, each of which were intended to preserve the Company’s ability to use its NOLs to offset possible future U.S. taxable income by reducing the likelihood of an ownership change under Section 382 of the Code during the pendency of the Chapter 11 Cases.

 

 

 

 

The consummation of the Plan on the Emergence Date resulted in an “ownership change” of the Company under Section 382 of the Code. Absent an applicable exception, if a corporation undergoes an “ownership change,” the amount of its pre-ownership change net operating losses that may be utilized to offset future taxable income generally will be subject to an annual limitation equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax exempt rate, plus an additional amount calculated based on certain “built in gains” in its assets that may be deemed to be realized within a 5-year period following any ownership change. This limitation, in the case of the ownership change that occurred as a result of the consummation of the Plan, will be subject to additional rules under Sections 382(l)(5) or (l)(6) of the Code, depending upon whether we are eligible for the application of Section 382(l)(5) of the Code and, if so eligible, whether we affirmatively elect not to apply Section 382(l)(5) of the Code. As a result of such limitation, the Company’s ability to utilize any NOLs or other tax attributes that are not eliminated as a result of cancellation of indebtedness income arising from the consummation of the Plan may be materially limited in the future.

 

The CARES Act provides relief to corporate taxpayers by permitting a five year carryback of 2018-2020 NOLs, removing the 80% limitation on the carryback of those NOLs, increasing the Section 163(j) 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020 as well as allowing 2019 adjusted taxable income to be utilized for 2020 limitation purposes, and accelerating refunds for minimum tax credit carryforwards, along with a few other provisions.

 

Note 13—Stock-Based Compensation

 

2021 Long Term Incentive Plan

 

On January 20, 2021, as part of the emergence from bankruptcy, the Board adopted the 2021 Long Term Incentive Plan (the “2021 LTIP”) with a share reserve equal to 3,038,657 shares of New Common Stock. The 2021 LTIP provides for the grant of restricted stock units, restricted stock awards, stock options, stock appreciation rights, performance awards and cash awards to the Company’s employees and non-employee board directors. At emergence the Company granted awards under the 2021 LTIP to its directors, officers and employees, including restricted stock units and performance stock units.

 

2016 Long Term Incentive Plan

 

In October 2016, the Company’s Board adopted the Extraction Oil & Gas, Inc. 2016 Long Term Incentive Plan (“2016 LTIP”), pursuant to which employees, consultants, and directors of the Company and its affiliates performing services for the Company were eligible to receive awards. The 2016 LTIP provided for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards, and performance awards intended to align the interests of participants with those of stockholders. In May 2019, the Company’s stockholders approved the amendment and restatement of the 2016 LTIP. The amended and restated 2016 Long Term Incentive Plan provided a total reserve of 32.2 million shares of Predecessor Common Stock for issuance pursuant to awards under the 2016 LTIP. Extraction granted awards under the 2016 LTIP to certain directors, officers and employees, including stock options, restricted stock units, performance stock awards, performance stock units, performance cash awards and cash awards. Effective January 20, 2021, as part of the emergence from bankruptcy, the 2016 LTIP was terminated and no longer in effect and all outstanding awards were cancelled.

 

Restricted Stock Units

 

Restricted stock units granted under the 2016 LTIP (“RSUs”) generally vested over either a one or three-year service period, with 100% vesting in year one or 25%, 25% and 50% of the units vesting in year one, two and three, respectively. Grant date fair value was determined based on the value of Extraction’s common stock pursuant to the terms of the 2016 LTIP. The Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost.

 

The Company recorded $4.7 million and $23.8 million of stock-based compensation costs related to RSUs for the years ended December 31, 2020 and 2019, respectively. These costs were included in the consolidated statements of operations within the general and administrative expenses line item. As of December 31, 2020, there was $2.9 million of total unrecognized compensation cost related to the unvested RSUs granted to certain directors, officers and employees that is expected to be recognized over a weighted average period of 1.0 year.

 

 

 

 

The following table summarizes the RSU activity from January 1, 2019 through December 31, 2020 and provides information for RSUs outstanding at the dates indicated. 

       Weighted Average 
   Number of   Grant Date 
   Shares   Fair Value 
Non-vested RSUs at January 1, 2019   3,102,335   $    16.91 
Granted   1,905,918   $4.75 
Forfeited   (469,035)  $10.54 
Vested   (1,903,453)  $18.20 
Non-vested RSUs at December 31, 2019   2,635,765   $8.32 
Granted   1,409,765   $0.75 
Forfeited   (1,852,249)  $3.00 
Vested   (1,007,930)  $9.09 
Non-vested RSUs at December 31, 2020   1,185,351   $6.99 

 

Performance Stock Awards

 

The Company granted performance stock awards (“PSAs”) to certain executives under the 2016 LTIP in October 2017, March 2018, April 2019 and March 2020. The number of shares of the Company’s common stock that may be issued to settle these various PSAs ranges from zero to two times the number of PSAs awarded. PSA’s that settle in cash are presented as liability awards. Generally, the shares issued for PSAs are determined based on the satisfaction of a time-based vesting schedule and a weighting of one or more of the following: (i) absolute total stockholder return (“ATSR”), (ii) relative total stockholder return (“RTSR”), as compared to the Company’s peer group and (iii) cash return on capital invested (“CROCI”) or return on invested capital (“ROIC”) measured over a three-year period and vest in their entirety at the end of the three-year measurement period. Any PSAs that have not vested at the end of the applicable measurement period are forfeited. The vesting criterion that is associated with the RTSR is based on a comparison of the Company’s total shareholder return for the measurement period compared to that of a group of peer companies for the same measurement period. As the ATSR and RTSR vesting criteria are linked to the Company’s share price, they each are considered a market condition for purposes of calculating the grant-date fair value of the awards. The vesting criterion that is associated with the CROCI and ROIC are considered a performance condition for purposes of calculating the grant-date fair value of the awards.

 

The fair value of the PSAs was measured at the grant date with a stochastic process method using a Monte Carlo simulation. Significant assumptions used in this simulation include the Company’s expected volatility, risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the measurement period as well as the volatilities for each of the Company’s peers.

 

The assumptions used in valuing the PSAs granted were as follows:

   For the Years Ended 
   December 31,
2020
   December 31,
2019
 
Risk free rates   0.6%   2.3%
Dividend yield        
Expected volatility   83.7%   58.5%

 

The Company recorded $1.7 million and $7.3 million of stock-based compensation costs related to PSAs for the years ended December 31, 2020 and 2019, respectively. These costs were included in the consolidated statements of operations within the general and administrative expenses line item. As of December 31, 2020, there was $0.9 million of total unrecognized compensation cost related to the unvested PSAs granted to certain executives that is expected to be recognized over a weighted-average period of 1.1 years.

 

 

 

 

The following table summarizes the PSA activity from January 1, 2019 through December 31, 2020 and provides information for PSAs outstanding at the dates indicated.

       Weighted Average 
   Number of   Grant Date 
   Shares(1)   Fair Value 
Non-vested PSAs at January 1, 2019   2,794,083   $      9.00 
Granted   1,224,696   $5.63 
Forfeited   (418,229)  $8.17 
Cancelled   (737,360)  $8.85 
Vested      $ 
Non-vested PSAs at December 31, 2019   2,863,190   $7.72 
Granted   5,952,700   $0.29 
Forfeited (2)   (5,881,200)  $0.29 
Cancelled   (1,738,411)  $9.06 
Vested      $ 
Non-vested PSAs at December 31, 2020   1,196,279   $5.32 

 

 

(1)The number of awards assumes that the associated maximum vesting condition is met at the target amount. The final number of shares of the Company’s common stock issued may vary depending on the performance multiplier, which ranges from zero to one for the 2017 and 2018 grants and ranges from zero to two for the 2019 and 2020 grants, depending on the level of satisfaction of the vesting condition.
(2)The Company approved retention agreements on June 12, 2020 with certain executives and senior managers. These retention agreements, are subject to repayment upon a resignation without “good reason” or termination of employment for “cause” before specified dates and events. As a condition to participating in the revised compensation program, the equity compensation awards granted in 2020 were forfeited.

 

Stock Options

 

Expense on the stock options is recognized on a straight-line basis over the service period of the award less awards forfeited. The fair value of the stock options was measured at the grant date using the Black-Scholes valuation model. The Company utilized the “simplified” method to estimate the expected term of the stock options granted as at the time there was limited historical exercise data available in estimating the expected term of the stock options. Expected volatility is based on the volatility of the historical stock prices of the Company’s peer group. The risk-free rates are based on the yields of U.S. Treasury instruments with comparable terms. A dividend yield and forfeiture rate of zero were assumed. Stock options granted under the 2016 LTIP vest ratably over three years and are exercisable immediately upon vesting through the tenth anniversary of the grant date. To fulfill options exercised, the Company will issue new shares.

 

The Company recorded no stock-based compensation costs related to stock options for the year ended December 31, 2020. The Company recorded $12.1 million of stock-based compensation costs related to the stock options for the year ended December 31, 2019. These costs were included in the consolidated statements of operations within the general and administrative expenses line item. As of December 31, 2020, there are no remaining unrecognized compensation costs related to the stock options granted to certain executives.

 

No stock options were granted for the years ended December 31, 2020 and 2019. 

 

 

 

 

The following table summarizes the stock option activity from January 1, 2019 through December 31, 2020 and provides information for stock options outstanding at the dates indicated. 

 

   Number of
Shares
   Weighted
Average
Exercise Price
   Aggregate
Intrinsic Value
(in thousands)
 
Non-vested Stock Options at January 1, 2019   1,748,148   $18.50   $ 
Granted      $   $ 
Forfeited      $   $ 
Vested   (1,748,148)  $18.50   $ 
Non-vested Stock Options at December 31, 2019      $   $ 
Granted      $   $ 
Forfeited      $   $ 
Vested      $   $ 
Non-vested Stock Options at December 31, 2020      $   $ 

 

The following table summarizes information about outstanding and exercisable stock options as of December 31, 2020.

 

 Outstanding and Exercisable Options 
     Weighted-Average   Weighted-Average     Aggregate Intrinsic Value 
 Options   Remaining Contractual Life   Exercise Price    (thousands) 
 4,500,000   5.9 years  $19.00   $ 
 744,428   6.8 years  $15.53   $ 
 5,244,428   6.0 years  $18.50   $ 

 

Incentive Restricted Stock Units

 

Officers of the Company contributed 2.7 million shares of common stock to Extraction Employee Incentive, LLC (“Employee Incentive”), which is owned solely by certain officers of the Company. Employee Incentive issued restricted stock units (“Incentive RSUs”) to certain employees. Incentive RSUs vested over a three-year service period, with 25%, 25% and 50% of the units vesting in year one, two and three, respectively. On July 17, 2017, the partners of Employee Incentive amended the vesting schedule in which 25% vested immediately and the remaining Incentive RSUs vest 25%, 25% and 25% each six months thereafter, over the remaining 18 month service period. Grant date fair value was determined based on the value of the Company’s common stock on the date of issuance. The Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost.

 

The Company recorded no stock-based compensation costs related to Incentive RSUs for the year ended December 31, 2020. The Company recorded $0.8 million of stock-based compensation costs related to Incentive RSUs for the year ended December 31, 2019. These costs were included in the consolidated statements of operations within the general and administrative expenses line item. As of December 31, 2020, there are no remaining unrecognized compensation costs related to the Incentive RSUs granted to certain employees.

 

 

 

 

The following table summarizes the Incentive RSU activity from January 1, 2019 through December 31, 2020 and provides information for Incentive RSUs outstanding at the dates indicated.

       Weighted Average 
   Number of   Grant Date 
   Shares   Fair Value 
Non-vested Incentive RSUs at January 1, 2019   476,000   $20.45 
Granted      $ 
Forfeited      $ 
Vested   (476,000)  $20.45 
Non-vested Incentive RSUs at December 31, 2019      $ 
Granted      $ 
Forfeited      $ 
Vested      $ 
Non-vested Incentive RSUs at December 31, 2020      $ 

 

Note 14—Earnings (Loss) Per Share

 

Basic earnings per share (“EPS”) includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings available to common shareholders of the Company. The Company uses the “if-converted” method to determine potential dilutive effects of Series A Preferred Stock and the treasury method to determine the potential dilutive effects of outstanding restricted stock awards and stock options.

 

The components of basic and diluted EPS were as follows (in thousands, except per share data):

 

   For the Year Ended December 31, 
   2020   2019 
Basic and Diluted Income (Loss) per Share          
Net income (loss)  $(1,267,534)  $(1,367,420)
Less: Noncontrolling interest   (6,160)   (19,992)
Less: Adjustment to reflect Series A Preferred Stock dividend   (8,749)   (12,796)
Less: Adjustment to reflect accretion of Series A Preferred Stock discount   (7,366)   (6,640)
Net income (loss) available to common shareholders, basic and diluted  $(1,289,809)  $(1,406,848)
Weighted Average Common Shares Outstanding (1) (2)          
Basic and diluted   138,149    151,481 
Net Income (Loss) Allocated to Common Shareholders per Common Share          
Basic and diluted  $(9.34)  $(9.29)

 

 

(1)For the year ended December 31, 2020, 1,185,351 potentially dilutive shares associated with restricted stock awards outstanding were not included in the calculation above, as they had an anti-dilutive effect on EPS. Additionally, 5,244,428 common shares for stock options were excluded as they were out of the money and 11,472,445 common shares associated with the assumed conversion of Series A Preferred Stock were also excluded.
(2)For the year ended December 31, 2019, 2,635,765 potentially dilutive shares associated with restricted stock awards outstanding were not included in the calculation above, as they had an anti-dilutive effect on EPS. Additionally, 5,244,428 common shares for stock options were excluded as they were out of the money and 11,472,445 common shares associated with the assumed conversion of Series A Preferred Stock were also excluded.

 

 

 

 

Note 15—Commitments and Contingencies

 

Chapter 11 Cases

 

On June 14, 2020, the Company filed the Chapter 11 Cases seeking relief under the Bankruptcy Code. The Company continues to operate its business and manage its properties in the ordinary course of business pursuant to the applicable provisions of the Bankruptcy Code. In addition, commencement of the Chapter 11 Cases automatically stayed many of the proceedings and actions against the Company (other than regulatory enforcement matters), including those noted below. Please refer to Note 1 — Business and Organization for more information on the Chapter 11 Cases.

 

General

 

As is customary in the oil and gas industry, the Company may at times have commitments in place to reserve or earn certain acreage positions or wells. If the Company does not meet such commitments, the acreage positions or wells may be lost, or the Company may be required to pay damages if certain performance conditions are not met.

 

Leases

 

The Company has entered into operating leases for certain office facilities, compressors and office equipment. As of December 31, 2020, the Company leased one office space under an operating lease agreement that expires on November 30, 2021. Rent expense was $3.1 million and $3.5 million for the years ended December 31, 2020 and 2019, respectively. On January 1, 2019, the Company adopted ASC Topic 842, Leases, using the modified retrospective approach. Refer to Note 6 — Leases for additional information.

 

In connection with the Chapter 11 Cases, the Company filed a motion to reject its drilling rig contracts effective June 14, 2020. For one of the contracts, the rejection resulted in the removal of the lease liability and net right-of-use asset in the amount of $6.7 million. The Company amended its office lease contract effective December 7, 2020. The amendment resulted in the removal of the lease liability and the net right-of-use asset in the amount of $13.2 million and $9.4 million, respectively.

 

Maturities of operating lease liabilities associated with right-of-use assets including imputed interest but excluding rejected contracts were as follows (in thousands):

 

   As of December 31,
2020
      As of December 31,
2019
 
        2020   19,040 
2021   4,549   2021   5,247 
2022   3,176   2022   2,211 
2023   1,139   2023   2,246 
2024   199   2024   2,301 
Thereafter      Thereafter   8,273 
Total lease payments (1)   9,063   Total lease payments (1)   39,318 
Less imputed interest   (427)  Less imputed interest   (4,735)
Present value of lease liabilities  $8,636   Present value of lease liabilities  $34,583 

 

 

(1) Calculated using the estimated interest rate for each lease.

 

 

 

 

Drilling Rigs

 

As of December 31, 2020, the Company was not subject to commitments on any drilling rigs. As part of its case in chapter 11, the Company filed a motion to reject its drilling rig contracts. As such, the Company recorded $6.7 million in reorganization items, net on the consolidated statements of operations. During the first quarter of 2021, the Company agreed to have a drilling rig on a 30-day rolling term drill various pads during 2021.

 

Delivery Commitments

 

During the third and fourth quarters of 2020, the majority of the Company’s material midstream contracts were renegotiated and/or rejected by the Bankruptcy Court as part of the Chapter 11 Cases. As a result of these rejections or renegotiated contracts, the Company eliminated the majority of its minimum volume commitments as described below and accrued $550.5 million in reorganization items, net on the consolidated statements of operations for the year ended December 31, 2020.

 

The Company was subject to a firm transportation agreement that commenced in November 2016 and had a ten-year term with a monthly minimum delivery commitment of 45,000 Bbl/d in year one, 55,800 Bbl/d in year two, 61,800 Bbl/d in years three through seven and 58,000 Bbl/d in years eight through ten. Until July 2020, these commitments were obligations of the Company’s third-party oil marketer, which reverted back to the Company when the associated oil marketing contract terminated in June 2020. After termination of the aforementioned contract with its third-party oil marketer, the Company had a long-term crude oil delivery commitment agreement that commenced on July 1, 2020. Before the Bankruptcy Court rejected this contract, the Company’s long-term crude oil delivery commitment had a monthly minimum delivery commitment of 61,800 Bbl/d through October 2023 and then would have reduced to 58,000 Bbl/d through October 2026. The Company was required to pay a shortfall fee for any volume deficiencies under these commitments. On November 2, 2020, the Bankruptcy Court ruled in favor of the Company rejecting this contract with an effective date as of June 14, 2020, and, therefore, the Company has no remaining minimum volume commitments under this transportation contract. On December 19, 2020, the Company and the counterparty entered into a settlement agreement and also entered into a new supply agreement that has no minimum volume commitments.

 

The Company had two long-term crude oil gathering commitments with two former unconsolidated subsidiaries in which the Company had a de minimis minority ownership interest. Please see Note 1 - Business and Organization — Deconsolidation of Elevation Midstream, LLC for further information. The first agreement commenced in November 2016 and had a term of ten years with a minimum volume commitment of an average of 9,167 Bbl/d in year one, 17,967 Bbl/d in year two, 18,800 Bbl/d for years three through five and 10,000 Bbl/d for years six through ten. The second agreement commenced in October 2019 and had a term of ten years for an average of 3,200 Bbl/d in year one, 8,000 Bbl/d in year two, 14,000 Bbl/d in year three, 16,000 Bbl/d in years four through eight, 12,000 Bbl/d in year nine and 10,000 Bbl/d in year ten. The Company would have been required to pay a shortfall fee for any volume deficiencies under these commitments. On November 2, 2020, the Bankruptcy Court ruled in favor of the Company rejecting both of these crude oil gathering contracts with an effective date of June 14, 2020, and, therefore, the Company has no remaining minimum volume commitments under these contracts. On January 4, 2021, the Company and the counterparty entered into a settlement agreement and subsequently entered into two new transportation service agreements that have no minimum volume commitments.

 

In February 2019, the Company entered into a long-term gas gathering and processing agreement with a third-party midstream providers. The agreement commenced in November 2019 and had a term of twenty years with a minimum volume commitment of 251 Bcf to be delivered within the first seven years. The annual commitments over seven years were to be delivered on an average 85,000 Mcf/d in year one, 125,000 Mcf/d in year two, 140,000 Mcf/d in year three, 118,000 Mcf/d in year four, 98,000 Mcf/d in year five, 70,000 Mcf/d in year six and 52,000 Mcf/d in year seven. On January 20, 2021, the Company and the counterparty entered into a settlement agreement and amended its three long-term gas gathering and processing agreements and one oil gathering agreement with the same party. As part of the settlement and amended agreements, all prior minimum volume commitments were relieved. There are no minimum volume commitments in the amended agreements.

 

 

 

 

The Company entered into another long-term gas gathering and processing agreement with a different third party midstream provider in February 2019. This agreement commenced in January 2020 and has a term of ten years with an annual minimum volume commitment of 13.0 Bcf. This agreement also includes a commitment to sell take-in-kind NGLs from other processing agreements of 4,000 Bbl/d in year one and 7,500 Bbl/d in years two through seven with the ability to roll up to a 10% shortfall in a given month to the subsequent month. On December 23, 2020, the Company and the counterparty entered into a settlement and amended the agreement. As part of the settlement and amended agreement, there were no changes made to the minimum volume commitments.

 

In collaboration with several other producers and a midstream provider, on December 15, 2016 and August 7, 2017, the Company agreed to participate in expansions of natural gas gathering and processing capacity in the DJ Basin. The plan included two new processing plants as well as the expansion of related gathering systems. The first plant commenced operations in August 2018 and the second plant commenced operations in July 2019. The Company’s share of these commitments will require an incremental 51.5 and 20.6 MMcf per day, respectively, over a baseline volume of 65 MMcf per day to be delivered after the plants’ in-service dates for a period of seven years thereafter. The Company may be required to pay a shortfall fee for any incremental volume deficiencies under these commitments. These contractual obligations can be reduced by the Company’s proportionate share of the collective volumes delivered to the plants by other third-party incremental volumes available to the midstream provider at the new facilities that are in excess of the total commitments. The Company is also required for the first three years of each contract to guarantee a certain target profit margin on these volumes sold.

 

In July 2019, the Company entered into three long-term contracts to supply 125,000 dekatherms of residue gas per day for five years to a transportation company. On November 24, 2020, the Bankruptcy Court ruled in favor of the Company rejecting this contract with an effective date as of December 10, 2020, and, therefore, the Company has no remaining minimum volume commitments under this transportation contract. The Company had previously posted a letter of credit for this agreement in the amount of $8.7 million. On February 8, 2021, the transportation company drew the full amount of the letter of credit on the Company’s RBL Credit Facility, and this drawing was converted into a borrowing under the RBL Credit Facility.

 

Elevation Gathering Agreements

 

In July 2018, the Company entered into three long-term gathering agreements (the “Elevation Gathering Agreements”) for gas, crude oil and produced water with Elevation. Under the agreements, the Company agreed to drill 100 wells in Broomfield and 325 wells in Hawkeye by December 31, 2023 if both facilities are to be built, subject to adjustments if less capital is spent. If the Company were to fail to complete the wells by the applicable deadline, then it would be in breach of the agreement and Elevation could attempt to assert damages against Extraction and its affiliates. During the first quarter of 2020, Elevation postponed indefinitely further development of gathering systems and facilities that were to be constructed to service the Company’s acreage in Hawkeye and another project in the Southwest Wattenberg area. Due to the decision to not complete the Hawkeye facilities and based on the amount of capital invested, Elevation had asserted that the drilling commitment now consists of 297 wells in the Broomfield area of operations with a deadline of December 31, 2022. As discussed below, in December 2020 this drilling commitment was further reduced to 106 wells.

 

In April 2019, the Elevation Gathering Agreements were amended to provide for, among other amendments, the inclusion of additional gathering facilities that would produce into Elevation’s Badger facility.

 

In December 2019, the Elevation Gathering Agreements were further amended to provide Elevation additional connection fees that are consistent with market terms (the “Connect Fees”). In the fourth quarter of 2019, the Company incurred and paid $19.5 million for Connect Fees pursuant to the Elevation Gathering Agreements, and in the first quarter of 2020 the Company incurred and paid $23.5 million. The Company did not incur additional Connect Fees for the year ended December 31, 2020.

 

In April 2020, pursuant to the amendment to the Elevation Gathering Agreements made in April 2019 discussed above, Elevation asserted that the additional gathering facilities that were required to be completed by April 1, 2020 were not built thus Extraction must make a payment to Elevation in the amount of 135% of all costs incurred by Elevation as of such date for the development and construction of such additional gathering facilities. On April 2, 2020, Elevation demanded payment of $46.8 million due to an alleged breach in contract stemming from a purported failure to complete the pipeline extensions connecting certain wells to the Badger central gathering facility prior to April 1, 2020. The Company recorded the amount in other operating expenses on the condensed consolidated statements of operations for the year ended December 31, 2020.

 

 

 

 

 

On December 15, 2020, the Company and Elevation reached an agreement regarding amendments to the gathering agreements and the settlement of all outstanding claims. As part of the settlement, the Company will pay Elevation $38.4 million in cash over 24 months, and Elevation submitted an unsecured claim of $80.0 million with the Bankruptcy Court. The agreement released certain areas from future dedication, provided a reduction in certain gathering fees, a reduction in the number of wells subject to the drilling commitment, and an extended term in order to satisfy the remaining drilling commitment. The Company also relinquished the nominal common interest ownership it had in Elevation. The Company previously accrued $46.8 million and $4.2 million of accrued interest related to the aforementioned alleged breach in contract. During the third quarter of 2020, the Company accrued an additional $68.7 million in reorganization items, net on the consolidated statements of operations.

 

General

 

The Company is subject to contingent liabilities with respect to existing or potential claims, lawsuits, and other proceedings, including those involving environmental, tax, and other matters, certain of which are discussed more specifically below. The Company accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date and the Company’s estimates of the outcomes of these matters and its experience in contesting, litigating, and settling other matters. As the scope of the liabilities becomes better defined, there will be changes in the estimates of future costs, which management currently believes will not have a material effect on the Company’s financial position, results of operations, or cash flows.

 

As is customary in the oil and gas industry, the Company may at times have commitments in place to reserve or earn certain acreage positions or wells. If the Company does not meet such commitments, the acreage positions or wells may be lost or the Company may be required to pay damages if certain performance conditions are not met.

 

Litigation and Legal Items

 

The Company is involved in various legal proceedings and reviews the status of these proceedings on an ongoing basis and, from time to time, may settle or otherwise resolve these matters on terms and conditions that management believes are in the Company’s best interests. The Company has provided the necessary estimated accruals where deemed appropriate for litigation and legal related items that are ongoing and not yet concluded. Although the results cannot be known with certainty, the Company currently believes that the ultimate results of such proceedings will not have a material adverse effect on our business, financial position, results of operations or liquidity.

 

Environmental. Due to the nature of the oil and natural gas industry, the Company is exposed to environmental risks. The Company has various policies and procedures to minimize and mitigate the risks from environmental contamination or with respect to environmental compliance issues. Liabilities are recorded when environmental damages resulting from past events are probable and the costs can be reasonably estimated. Except as discussed herein, the Company is not aware of any material environmental claims existing as of December 31, 2020 which have not been provided for or would otherwise have a material impact on the Company’s financial statements; however, there can be no assurance that current regulatory requirements will not change or that unknown potential past non-compliance with environmental laws, compliance matters or other environmental liabilities will not be discovered on our properties. The liability ultimately incurred with respect to a matter may exceed the related accrual.

 

COGCC Notices of Alleged Violations (“NOAVs”). The Company has received NOAVs from the Colorado Oil and Gas Conservation Commission (the “COGCC”) for alleged compliance violations that the Company has responded to. The Company does not believe penalties that could result from these NOAVs will have a material effect on its business, financial condition, results of operations or liquidity, but Extraction is in negotiations to settle all of its outstanding NOAVs with the COGCC, and the ultimate settlement amount is expected to exceed $600,000.

 

 

 

 

Note 16—Related Party Transactions

 

Elevation Midstream, LLC

 

As discussed in Note 15 — Commitments and Contingencies — Elevation Gathering Agreements, on April 2, 2020, Elevation demanded payment of $46.8 million due to an alleged breach in contract stemming from a purported failure to complete the pipeline extensions connecting certain wells to the Badger central gathering facility prior to April 1, 2020. In December 2020, the Company and Elevation reached an agreement regarding amendments to the gathering agreements and the settlement of outstanding claims. As part of the settlement, the Company will pay Elevation $38.4 million in cash over 24 months, and Elevation submitted an unsecured claim of $80.0 million with the Bankruptcy Court. The agreement released certain areas from future dedication, provided a reduction in certain gathering fees, a reduction in the number of wells subject to the drilling commitment, and an extended term in order to satisfy the drilling commitment. The Company also relinquished the nominal common interest ownership it had in Elevation. The Company previously accrued $46.8 million and $4.2 million of accrued interest related to the aforementioned alleged breach in contract. During the third quarter of 2020, the Company accrued an additional $68.7 million in reorganization items, net on the consolidated statements of operations.

 

2024 Senior Notes

 

Several 5% stockholders of the Company were also holders of the 2024 Senior Notes. As of the initial issuance in August 2017 of the $400.0 million principal amount on the 2024 Senior Notes, such stockholders held $54.9 million.

 

2026 Senior Notes

 

Several 5% stockholders of the Company were also holders of the 2026 Senior Notes. As of the initial issuance in January 2018 of the $750.0 million principal amount on the 2026 Senior Notes, such stockholders held $56.2 million. 

 

Note 17—Segment Information

 

The Company had two operating segments, (i) the exploration, development and production of oil, natural gas and NGL (the “exploration and production segment”) and (ii) the construction of and support of midstream assets to gather and process crude oil and gas production (the “gathering and facilities segment”). Elevation Midstream, LLC comprised the gathering and facilities segment. Through March 16, 2020, the results of Elevation were included in the consolidated financial statements of Extraction. Effective March 17, 2020, the results of Elevation Midstream, LLC are no longer consolidated in Extraction’s results; however, the Company’s prior quarter segment disclosures included the gathering and facilities segment because it was consolidated through March 16, 2020. Please see Note 1 — Business and Organization — Deconsolidation of Elevation Midstream, LLC for further information. After March 31, 2020, the Company had a single reportable segment.

 

 

 

 

Financial information of the Company’s reportable segments was as follows for the years ended December 31, 2020 and 2019 (in thousands).

 

   For the Year Ended December 31, 2020 
   Exploration
and
Production
   Gathering
and
Facilities
   Elimination
of
Intersegment
Transactions
   Consolidated
Total
 
Revenues:                    
Revenues from third parties   556,431    1,473       $557,904 
Revenues from Extraction       4,513    (4,513)    
Total Revenues  $556,431   $5,986   $(4,513)  $557,904 
                     
Operating Expenses and Other Income (Expense):                    
Direct operating expenses  $(249,720)  $(3,935)  $4,294   $(249,361)
Depletion, depreciation, amortization and accretion   (331,220)   (1,099)       (332,319)
Interest income   88    29        117 
Interest expense   (57,143)           (57,143)
Earnings in unconsolidated subsidiaries       480        480 
Subtotal Operating Expenses and Other Income (Expense):  $(637,995)  $(4,525)  $4,294   $(638,226)
                     
Segment Assets  $2,025,199   $   $   $2,025,199 
Capital Expenditures   176,505    (6,311)       170,194 
Investment in Equity Method Investees                
Segment EBITDAX   447,919    1,256        449,175 

 

   For the Year Ended December 31, 2019 
   Exploration
and
Production
   Gathering
and
Facilities
   Elimination
of
Intersegment Transactions
   Consolidated
Total
 
Revenues:                    
Revenues from third parties  $905,374   $1,261   $   $906,635 
Revenues from Extraction       5,618    (5,618)    
Total Revenues  $905,374   $6,879   $(5,618)  $906,635 
                     
Operating Expenses and Other Income (Expense):                    
Direct operating expenses  $(223,707)  $(2,258)  $5,131   $(220,834)
Depletion, depreciation, amortization and accretion   (523,122)   (1,415)       (524,537)
Interest income   449    1,379        1,828 
Interest expense   (79,232)           (79,232)
Earnings in unconsolidated subsidiaries       2,285        2,285 
Subtotal Operating Expenses and Other Income (Expense):  $(825,612)  $(9)  $5,131   $(820,490)
                     
Segment Assets  $2,554,893   $377,925   $(5,861)  $2,926,957 
Capital Expenditures   597,677    202,624        800,301 
Investment in Equity Method Investees       44,584        44,584 
Segment EBITDAX   607,560    3,653    (487)   610,726 

 

 

 

 

The following table presents a reconciliation of Adjusted EBITDAX by segment to the GAAP financial measure of income (loss) before income taxes for the years ended December 31, 2020 and 2019 (in thousands).

 

   For the Year
Ended December 31,
2020
   For the Year
Ended December 31,
2019
 
Reconciliation of Adjusted EBITDAX to Income (Loss) Before Income Taxes          
Exploration and production segment EBITDAX  $447,919   $607,560 
Gathering and facilities segment EBITDAX   1,256    3,653 
Elimination of intersegment transactions segment EBITDAX       (487)
Subtotal of Reportable Segments  $449,175   $610,726 
Less:          
Depletion, depreciation, amortization and accretion   (332,319)   (524,537)
Impairment of long lived assets   (208,463)   (1,337,996)
Other operating expenses   (79,615)    
Exploration and abandonment expenses   (258,932)   (88,794)
Gain on sale of property and equipment and assets of unconsolidated subsidiary   122    (421)
Commodity derivative gain (loss)   164,968    (37,107)
Settlements on commodity derivative instruments   (188,822)   5,790 
Premiums paid for derivatives that settled during the period       18,929 
Stock-based compensation expense   (6,511)   (43,954)
Amortization of debt issuance costs   (3,685)   (5,482)
Interest expense   (53,458)   (84,236)
Gain on repurchase of 2026 Senior Notes       10,486 
Loss on deconsolidation of Elevation Midstream, LLC   (73,139)    
Reorganization items, net   (676,855)    
Income (Loss) Before Income Taxes  $(1,267,534)  $(1,476,596)

 

 

 

 

Note 18—Supplemental Oil and Gas Reserve Information (Unaudited)

 

Results of Operations for Oil, Natural Gas and NGL Producing Properties

 

The following are the results of operations (in thousands) of the Company’s oil and gas producing activities, before corporate overhead and interest expenses. The Company assumed a statutory rate of 24.7% for the years ended December 31, 2020 and 2019.

 

   For the Year Ended December 31, 
   2020   2019 
Revenues  $556,431   $905,374 
Operating Expenses:          
Production expenses   245,426    218,576 
Exploration and abandonment expenses   258,932    88,794 
Depletion, depreciation, amortization and accretion   332,319    524,537 
Impairment of proved properties   208,463    1,337,996 
Results of operations before income tax benefit (expense)   (488,709)   (1,264,529)
Income tax benefit (expense)   120,711    312,339 
Results of Operations  $(367,998)  $(952,190)

 

Oil, Natural Gas and NGL Reserve Quantities (Unaudited)

 

The reserves at December 31, 2020 and 2019 presented below were prepared by the independent engineering firm Ryder Scott Company, L.P. All reserves are located within the DJ Basin. Proved oil, natural gas and NGL reserves are the estimated quantities of oil, natural gas and NGL which geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions (i.e., prices and costs) existing at the time the estimate is made. Proved developed oil, natural gas and NGL reserves are proved reserves that can be expected to be recovered through existing wells and equipment in place and under operating methods being utilized at the time the estimates were made. The principal methodologies employed are decline curve analysis and analogy. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available.

 

 

 

 

The following table sets forth information for the years ended December 31, 2020 and 2019 with respect to changes in the Company’s proved (i.e., proved developed and undeveloped) reserves:

 

   Crude Oil   Natural Gas   NGL   MBoe 
   Mbbls   MMcf   Mbbls   Total 
Balance as of January 1, 2019   135,845    703,268    94,850    347,908 
Revisions of previous estimates   (41,255)   (118,365)   (29,554)   (90,537)
Purchase of reserves   275    1,526    217    746 
Extensions, discoveries, and other additions   14,620    72,880    8,425    35,191 
Sale of reserves   (2,590)   (14,510)   (1,765)   (6,773)
Production   (15,436)   (64,710)   (6,164)   (32,386)
Balance as of December 31, 2019   91,459    580,089    66,009    254,149 
Revisions of previous estimates   (38,281)   (163,718)   (21,741)   (87,308)
Purchase of reserves                
Extensions, discoveries, and other additions   5,347    31,035    3,025    13,545 
Sale of reserves   (590)   (5,561)   (453)   (1,971)
Production   (12,543)   (72,311)   (7,945)   (32,540)
Balance as of December 31, 2020   45,392    369,534    38,895    145,875 
Proved Developed Reserves, included above                    
Balance as of December 31, 2019   45,807    350,309    39,001    143,193 
Balance as of December 31, 2020   33,367    288,769    30,797    112,292 
Proved Undeveloped Reserves, included above                    
Balance as of December 31, 2019   45,652    229,781    27,008    110,957 
Balance as of December 31, 2020   12,025    80,765    8,098    33,583 

 

The values for the 2020 oil, natural gas and NGL reserves are based on the 12-month arithmetic average of the first day of the month prices for the period from January through December 31, 2020. The unweighted arithmetic average first-day-of-the-month prices for the prior twelve months were $39.57 per barrel (West Texas Intermediate price) for crude oil and NGL and $1.99 per MMBtu (Henry Hub price) for natural gas. All prices are then further adjusted for transportation, quality and basis differentials. The average resulting price used as of December 31, 2020 was $33.60 per barrel for oil, $0.35 per Mcf for natural gas and $10.45 per barrel for NGL.
  
The values for the 2019 oil, natural gas and NGL reserves are based on the 12-month arithmetic average of the first day of the month prices for the period from January through December 31, 2019. The unweighted arithmetic average first-day-of-the-month prices for the prior twelve months were $55.69 per barrel (West Texas Intermediate price) for crude oil and NGL and $2.58 per MMBtu (Henry Hub price) for natural gas. All prices are then further adjusted for transportation, quality and basis differentials. The average resulting price used as of December 31, 2019 was $48.09 per barrel for oil, $1.04 per Mcf for natural gas and $13.87 per barrel for NGL.

 

For the year ended December 31, 2020, the Company had downward revisions of previous estimates of 87,308 MBoe primarily due to revisions of PUD expirations due to the SEC’s five year drilling rule caused by the change in business strategy to focus on being cash flow positive rather than maximizing reserves growth. Additionally, downward revisions were due to altering the development plan to increase the spacing between wellbores, thus drilling fewer wells, as well as negative performance revisions. As a result of ongoing drilling and completion activities during 2020, the Company reported extensions, discoveries, and other additions of 13,545 MBoe. Additionally, during 2020 the Company sold reserves of 1,971 MBoe and purchased no reserves.

 

 

 

 

For the year ended December 31, 2019, the Company had downward revisions of previous estimates of 90,537 MBoe. As a result of ongoing drilling and completion activities during 2019, the Company reported extensions, discoveries, and other additions of 35,191 MBoe. Additionally, during 2019 the Company sold reserves of 6,773 MBoe and purchased reserves of 746 MBoe. 

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil, Natural Gas and NGL Reserves

 

The Company follows the guidelines prescribed in ASC 932, Extractive Activities-Oil and Gas for computing a standardized measure of future net cash flows and changes therein relating to estimated proved reserves. The following summarizes the policies used in the preparation of the accompanying oil, natural gas and NGL reserve disclosures, standardized measures of discounted future net cash flows from proved oil, natural gas and NGL reserves and the reconciliations of standardized measures from year to year.

 

The information is based on estimates of proved reserves attributable to the Company’s interest in oil and gas properties as of December 31 of the years presented. These estimates were prepared by Ryder Scott Company L.P., independent petroleum engineers.

 

The standardized measure of discounted future net cash flows from production of proved reserves was developed as follows: (1) Estimates are made of quantities of proved reserves and future periods during which they are expected to be produced based on year-end economic conditions. (2) The estimated future cash flows are compiled by applying the trailing twelve-month average of the first of the month prices applied to the Company’s proved reserve year-end quantities. (3) The future cash flows are reduced by estimated production costs, costs to develop and produce the proved reserves and abandonment costs, all based on year-end economic conditions, plus Company overhead incurred. (4) Future net cash flows are discounted to present value by applying a discount rate of 10%.

 

The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not necessarily reflect the Company’s expectations of actual revenues to be derived from those reserves, nor their present value. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations, since these reserve quantity estimates are the basis for the valuation process. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. The standardized measure of discounted future net cash flows does not purport, nor should it be interpreted, to present the fair value of the Company’s oil and natural gas reserves. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs and a discount factor more representative of the time value of money and the risks inherent in reserve estimates.

 

The following summary sets forth the Company’s future net cash flows relating to proved oil, natural gas and NGL reserves based on the standardized measure prescribed in ASC 932,  Extractive Activities-Oil and Gas (in thousands): 

 

   For the Year Ended December 31, 
   2020   2019 
Future crude oil, natural gas and NGL sales  $2,062,787   $5,914,900 
Future production costs   (732,455)   (2,166,852)
Future development costs   (209,074)   (798,225)
Future income tax expense       (7,647)
Future net cash flows  $1,121,258   $2,942,176 
10% annual discount   (326,825)   (1,038,303)
Standardized measure of discounted future net cash flows (1)  $794,433   $1,903,873 

 

 

(1)For the years ended December 31, 2020 and 2019, future income tax expenses in the Company’s calculation of the standardized measure of discounted future net cash flows are based on year-end statutory tax rates giving effect to the remaining tax basis in the oil and gas properties, other deductions, credit and allowances relating to the Company’s proved reserves. For purposes of the standardized measure calculation, it was assumed that all of the Company’s operations are attributable to the Company’s oil and gas assets.

 

 

 

 

The following are the principal sources of change in the standardized measure (in thousands): 

 

   For the Year Ended December 31, 
   2020   2019 
Balance at beginning of period  $1,903,873   $2,899,983 
Sales of crude oil, natural gas and NGL, net   (306,711)   (681,667)
Net change in prices and production costs   (594,367)   (878,838)
Net change in future development costs   60,901    3,147 
Extensions and discoveries   62,858    256,147 
Acquisitions of reserves       9,623 
Sale of reserves   (15,506)   (52,710)
Revisions of previous quantity estimates   (559,839)   (560,397)
Previously estimated development costs incurred   115,095    348,137 
Net changes in income taxes   2,779    347,057 
Accretion of discount   172,408    324,981 
Changes in production timing and other   (47,058)   (111,590)
Balance at end of period  $794,433   $1,903,873